Dino

IMPORTANT INFORMATION

Prior to obtaining access to the information placed on this website, please read carefully the following important information regarding the terms of access to this website and of the use of the information contained herein. Please note that the important information presented below may be changed or updated. Consequently, it should be read and analysed in whole whenever this website is accessed in the future. THE MATERIAL CONTAINED ON THIS WEBSITE IS NOT INTENDED FOR RELEASE, DISSEMINATION, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE TERRITORY OF THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISSEMINATION, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS OR WOULD REQUIRE REGISTRATION. The materials to which you will gain access relate to or are connected with (i) an initial public offering in the territory of Poland of up to 48,040,000 ordinary shares (the “Sale Shares”) in Dino Polska S.A with its registered office in Krotoszyn (the “Company”), with a nominal value of PLN 0.10 each (the “Offering”), conducted by Polish Sigma Group S.à r.l. (the “Selling Shareholder”), and (ii) with the seeking of the admission and introduction of 98,040,000 ordinary shares with a nominal value of PLN 0.10 each (the “Shares”), including the Sale Shares, to trading on the regulated market of the Warsaw Stock Exchange (the “Admission”). On 17 March 2017, the Financial Supervision Authority approved the prospectus (the “Prospectus”) prepared in connection with the Offering and the Admission. The Prospectus (in Polish), together with any supplements and update communications thereto, and with the announcement of the final number and price of the Sale Shares offered in the Offering (upon its drafting and publication), will be posted on, and will, during its validity period, continue to be available in an electronic form on the Company’s website (www.grupadino.pl) and at the website of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (www.dm.pkobp.pl) – solely for information purposes. The Prospectus is the sole legally binding offering document which contains, for the purposes of the Offering and the Admission, information about the Company, the Shares (including the Sale Shares) and the Offering. Materials posted on this website include the Prospectus with any supplements and update communications thereto, if any, the announcement of the final number and price of the Sale Shares offered in the Offering (upon its drafting and publication) and information which is either of promotional nature for the purposes of the Offering and the Admission or constitutes information disclosed by the Company to the public in the performance of the Company’s disclosure obligations under the applicable laws and regulations. These materials do not constitute an offer for the sale of securities in the United States, Canada, Japan, Australia, or any other jurisdiction where such offer for sale would constitute a violation of the applicable laws or would require registration. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933 (the “U.S. Securities Act”). Securities of the Company have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act. Neither the Prospectus nor the securities of the Company covered thereby have been or will be registered, approved or notified in any country other than the Republic of Poland, specifically in accordance with the laws enacted based on Directive 2003/71/EC of the European Parliament and of the Council, as amended, and they cannot be offered or sold outside the territory of the Republic of Poland (including within the territory of other countries of the European Union or the United States of America, Canada, Japan or Australia) unless in any relevant state such offer or sale could be effected in compliance with the law without the need for the Company, the Selling Shareholder or their respective advisors for the purpose of the Offering to comply with any additional legal requirements. Any investor residing in or having its registered office outside the Republic of Poland should review the relevant regulations of Polish law as well as the regulations of other countries which may apply thereto in connection with the participation in the Offering. WE HEREBY INFORM YOU THAT THE MATERIALS AND INFORMATION TO WHICH YOU WILL BE GRANTED ACCESS AND THE USE OF SUCH MATERIALS AND INFORMATION: (I) ARE SUBJECT TO THE ABOVE RESTRICTIONS; (II) ARE DIRECTED TO PERSONS RESIDING IN AND ACCESSING THIS WEBSITE FROM THE TERRITORY OF THE REPUBLIC OF POLAND; (III) ARE NOT DIRECTED TO U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OF, OR ON BEHALF OF, A U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT); (IV) ARE NOT DIRECTED  TO PERSONS RESIDENT OR WITH A  REIGSTERED OFFICE IN CANADA, JAPAN OR AUSTRALIA, OR IN ANY OTHER JURISDICTION WHERE ACCESSING THE MATERIALS AND INFORMATION CONTAINED ON THIS WEBSITE WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LOCAL LAWS OR WOULD REQUIRE REGISTRATION OR OBTAINING A PERMIT. Please note that reviewing and accessing these materials in violation of the above may constitute a violation of securities laws, in particular in Poland and the United States.

Dino Polska confirms intention to conduct public offerring and listing on Warsaw Stock Exchange

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

This press release is an advertisement and not a prospectus within the meaning of the applicable laws. This press release is not an offer to sell securities or the solicitation of an offer to buy securities. Any offer of securities to the public referred to in this press release will be made only on the basis of information contained in the Polish-language prospectus (the “Prospectus”) to be published in due course by Dino Polska S.A. (the “Company”) in connection with the planned initial public offering of its shares in Poland and its intention to admit and introduce its shares to trading on the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.). Following its approval by the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego), the Prospectus will be published and available on the Company’s website and, for information purposes only, on the website of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (“PKO BP Securities”).

 

Dino Polska S.A. (the “Company” or “Dino”), one of the fastest-growing supermarket chains in the Polish food retail market, confirms its intention to conduct an initial public offering (the “Offering”) and listing of the Company’s shares on the regulated market operated by the Warsaw Stock Exchange (the “WSE”).

The final decision on the schedule for the offering will depend on the market situation. Detailed information about the Offering will be published in the Prospectus once approved by the Polish Financial Supervision Authority (“KNF”), subject to any updates required by Polish law.
DETAILS OF THE PLANNED PUBLIC OFFERING:

  • It is anticipated that the Offering will consist exclusively of secondary shares and include no more than 48,040,000 existing series A ordinary shares (the “Offered Shares”), representing 49% of the Company’s share capital, belonging to the Selling Shareholder, Polish Sigma Group S.à r.l. with its registered office in Luxembourg (belonging to Polish Enterprise Fund VI, managed by Enterprise Investors). The Company does not plan a capital increase and raising additional capital in the context of the Offering.
  • After completion of the Offering, shareholder Mr. Tomasz Biernacki (Dino’s founder), holding 50,000,000 ordinary shares together representing 51% of the Company’s share capital, will remain the Company’s majority shareholder.
  • The Offering will consist of a public offering to retail and institutional investors in Poland, and an offering to selected international institutional investors outside of the United States of America in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and to qualified institutional buyers in the United States of America pursuant to and subject to the requirements of Rule 144A of the Securities Act.
  • The shares belonging to Mr. Tomasz Biernacki will be subject to a lock-up agreement for a period of 720 days from the date of the first listing of the Company’s shares on the WSE. Also, any shares purchased by members of the Management Board of the Company in the IPO, on the same terms as the institutional investors, will be subject to a two-year lock-up. In case the Selling Shareholder holds any shares in the Company following the Offering, it will be subject to a lock-up agreement for a period of 180 days. The Company will be subject to a 360-day lock-up period in respect of any new issuance of shares.
  • PKO BP Securities, UBS Investment Bank and Wood & Company will act as Joint Global Coordinators and Joint Bookrunners. Erste Group Bank AG will be acting as a Joint Bookrunner. The Offering Agent and the Stabilizing Manager will be PKO BP Securities.
  • The Company’s shares will be listed on the regulated (main) market of the WSE.
  • The conduct of the Offering is dependent on market conditions and fulfilment of other conditions typically pertaining to international share offerings, including obtaining all necessary approvals from supervisory authorities (including, among other things, approval of the Prospectus by KNF) and registration of the Company’s shares in the Polish National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.), as well as the relevant corporate resolutions adopted by the Selling Shareholder.
  • The listing of the Company’s shares on the Warsaw Stock Exchange will also be subject to admission and introduction of the shares to trading on the regulated (main) market operated by the WSE.

 

KEY COMPANY HIGHLIGHTS

  • Leading position in the attractive and growing proximity supermarket format
  • Proven rapid network roll-out capabilities; Dino owns the vast majority of the properties where Dino stores are located
  • Differentiated offering focused on fresh and branded products at competitive prices
  • In-house meat processing supplying staffed meat counters at every store
  • Lean, cost-efficient and scalable business model
  • Clear strategy for future growth and significant expansion potential in Poland
  • Strong financial performance driven by growing gross margin and tight cost control
  • Experienced management team supported by the majority shareholder

 

Szymon Piduch, CEO of Dino Polska S.A., commented: “The recent years have been a period of dynamic growth for Dino. Our business model has proven to be successful as we increased the number of stores from 111 at the end of 2010 to 628 at the end of 2016, while maintaining what we believe is one of the market’s highest levels of like-for-like sales growth (“LFL”). We have further ambitious growth plans, calling for both gradual intensification of the store network in provinces where Dino is already present and a gradual expansion into new regions. Our plan is to exceed 1,200 stores by the end of 2020. We are encouraged by the market environment and anticipate that the positive macroeconomic and industry trends will continue in and beyond 2017. We operate in the attractive segment of proximity supermarkets, which according to market forecasts will be one of the fastest-growing segment of the retail food market in Poland in 2015–2020 both in terms of sales and in the number of stores. We believe in Dino’s prospects and are looking forward to the next important milestone in the Company’s development, which is listing its shares on the Warsaw Stock Exchange and raising Dino’s profile and visibility as a public listed entity.”
ABOUT DINO POLSKA S.A.:

Dino is a leading player in the attractive and growing segment of proximity supermarkets in Poland. From 2010 to 2015 Dino was the fastest-growing chain of proximity supermarkets in Poland (in terms of the average annual rate of growth in the number of stores and sales revenue) and in 2015 achieved the number two position in the proximity segment in terms both the number of stores and sales revenue (according to Roland Berger report).

As of 31 December 2016, the network of Dino’s stores consisted of 628 proximity supermarkets located mainly in western Poland, in smaller towns and small and medium-sized cities, as well as on the outskirts of big cities, in locations convenient for customers. Dino is the owner of the vast majority of the properties where Dino stores are located. Dino’s offering stands out in terms of competitive prices and a wide range of branded products from local suppliers and a focus on fresh produce, including its own meat offering, with each store featuring a staffed meat counter.

The cost-effective and scalable business model is based on a consistent formula regarding store layout, an extensive logistics network, and centralized management supported by appropriate IT infrastructure enabling active and efficient supervision of stores. Thanks to its successful business model, economics of scale and operating leverage, Dino is achieving stable growth in profitability.

 

Selected financial data of Dino Group in 2014–2016 are presented in the table below:

PLN million 2016 Change

2016/2015

2015 Change

2015/2014

2014
Sales revenue 3,369.5 +30.1% 2,589.6 +22.8% 2,108.0
Gross profit 770.5 +31.7% 584.9 +26.1% 463.9
Gross margin 22.9% +0.3 pp 22.6% +0.6 pp 22.0%
EBITDA* 288.3 +37.1% 210.2 +42.4% 147.7
EBITDA margin 8.6% +0.5 pp 8.1% +1.1 pp 7.0%
Net profit 151.2 +23.7% 122.2 +84.9% 66.1

* EBITDA defined as operating profit plus depreciation and amortization adjusted for one-off items incl. reserves in relation to the new management incentive plan and other IPO-related one-off expenses in the total amount of PLN 7.5m in 2016.

 

% 2016 2015 2014
Like-for-like sales growth +11.3% +5.1% +4.2%

 

FOOD RETAIL MARKET IN POLAND

From 2010 to 2015 the overall growth of the food retail market in Poland was 3.4% per annum. Traditional trade declined on average by 7.7% annually while modern formats increased their market share by a total of 15 pp. Overall food retail sales in Poland are expected to grow by 3.7% annually on average until 2020.

The growth observed in the Polish food retail market is the result of the encouraging macroeconomic situation, growing disposable income, and thus an increase in consumer spending. The government’s Family 500+ program and the steady increase in the regulatory minimum wage levels promote individual consumption in Poland. This is particularly noticeable in smaller towns where Dino stores are located.

According to market forecasts for 2015 to 2020, the proximity supermarket segment in which Dino operates is expected to be the second fastest-growing segment in Poland in terms of sales and the average annual growth in the number of stores, with estimated growth rates of 8.2% and 10.7% respectively (Roland Berger report from November 2016).

 

More about Dino Polska S.A.:

Dino is a leading player in the attractive and growing segment of proximity supermarkets in Poland. From 2010 to 2015 Dino was the fastest-growing chain of proximity supermarkets in Poland (in terms of the average annual rate of growth in the number of stores and sales revenue) and in 2015 achieved the number two position in the proximity segment in terms of sales (all data based on Roland Berger report from November 2016).

The Dino chain includes 628 stores (data as of 31 December 2016), located mainly in western Poland, with an average sales area of about 400 m2. Most of Dino’s stores are located in smaller towns and small and medium-sized cities, as well as on the outskirts of big cities, in locations convenient for customers.

The Group’s business model combines the advantages of the proximity format, skill at quickly opening new stores, an attractive product range mainly including branded products and fresh products, and competitive prices.

The supermarkets offer customers a range of about 5,000 different products (stock-keeping units), mostly under well-known brands and with an emphasis on fresh products. The Group offers prices for key products competitive with the largest grocery chains in Poland. One of the most important aspects setting the Group apart from discount chains is staffed meat counters in every shop. The high-quality meats, cold cuts and processed meat products are supplied mainly by Agro-Rydzyna, a meat plant which is part of the Dino Group.

The logistics network of the Dino Group is based on three distribution centres, in Krotoszyn, Jastrowie and Piotrków Trybunalski. Its geographical range enables fresh products to be delivered to all stores in the Dino chain 7 days a week.

The Company is the owner of the great majority of the properties where Dino supermarkets are located. Combined with a well-functioning business model, this has enabled quick and flexible growth of the Dino chain in recent years, with an increase in the number of stores from 111 in 2010 to 628 as of the end of 2016.

The Company’s founder, Mr. Tomasz Biernacki, is the owner of 51% of the shares, and the other 49% are held by Polish Sigma Group S.à r.l.

The Dino Group employs about 10,631 people (data as of 31 January 2017).

 

Legal disclaimer:

This press release does not comprise a prospectus for the purposes of Directive 2003/71/EC and does not contain or constitute or form part of any offer or invitation, or any solicitation of an offer, for securities and should not be relied on in connection with any contract or commitment whatsoever. The offering of the securities referred to in this press release (the “Offering”) and the distribution of this press release and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release is not an offer for sale of securities of the Company in the United States. Securities of the Company referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company has not registered and does not intend to register any portion of the Offering in the United States or to conduct a public offering of any securities in the United States and any sale of the securities of the Company referred to herein in the United States or to U.S. persons will be made pursuant to an exemption from the registration requirements under the U.S. Securities Act of 1933, as amended and accordingly will be made only to persons who are “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended, that are also “qualified purchasers” as defined in the U.S. Investment Company Act of 1940, as amended. The Company is not and will not be registered under the U.S. Investment Company Act of 1940, as amended. Copies of this press release and the information contained herein are not being, and should not be, distributed or sent (directly or indirectly) into the United States.

This press release is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the “Order'”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the Offering may lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons'”). Any investment activity to which this press release relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. The Offering will not be made to the public in the United Kingdom.

This press release is for promotional purposes only and under no circumstances shall constitute an offer or invitation, of form the basis for a decision, to invest in the securities of the Company. The Prospectus prepared in connection with the Offering and admission and introduction of the Company’s shares to trading on the regulated market of the Warsaw Stock Exchange will be the sole legally binding document containing information about the Company and the Offering in Poland. The Company will be authorised to carry out the Offering to the public in Poland once the Prospectus has been approved by the Polish Financial Supervision Authority and published. For the purposes of the Offering in Poland and the admission and introduction of the Company’s shares to trading on the main market of the Warsaw Stock Exchange, the Company will make the Prospectus available on the Company’s website and, for information purposes only, on the website of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie.

This press release does not constitute a recommendation within the meaning of the Regulation of the Polish Minister of Finance Regarding Information Constituting Recommendations Concerning Financial Instruments or Issuers Thereof dated 19 October 2005.

No reliance may be placed for any purpose whatsoever on the information contained in this press release, any verbal discussion thereof, and such information may not be complete or accurate.

Acquiring investments to which this press release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering investment should consult an authorized person specializing in advising on such investments.

Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie, UBS Limited, WOOD & Company Financial Services, a.s. Spółka Akcyjna, Oddział w Polsce and Erste Group Bank AG are acting solely for the Selling Shareholder and the Company and no one else in connection with the Offering, and will not be responsible to anyone other than the Selling Shareholder and the Company for providing the protections afforded to their clients nor for providing advice in connection with the Offering.

Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as ‘expect’, ‘believe’, ‘anticipate’, ‘estimate’, ‘intend’, ‘will’, ‘could’, ‘may’ or ‘might’ or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including risks specifically related to the Company and its operations.

Contact for media

Beata Cioczek (M+G)

tel: +48 22 416 01 02

mob: +48 508 385 432

e-mail: media@marketdino.pl

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