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 on 20 March 2017 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.). The Prospectus was approved by the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) on 17 March 2017 and 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”).
The Polish Financial Supervision Authority (KNF) approved today the Prospectus of Dino Polska S.A. (the “Company”, “Dino”), one of the fastest-growing supermarket chains in Poland. The Company intends to publish the Prospectus on 20 March 2017.
It is anticipated that the public offering (the “Offering”) of shares in Dino Polska S.A. will include no more than 48,040,000 existing series A ordinary shares, representing 49% of the Company’s share capital, owned by 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 Offering will be addressed to retail and institutional investors in Poland, and to selected foreign institutional investors outside of the United States in reliance on Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”) and to qualified institutional buyers in the United States pursuant to and subject to the requirements of Rule 144A of the Securities Act.
It is anticipated that after completion of the Offering, Tomasz Biernacki (Dino’s founder), holding 50,000,000 ordinary shares representing 51% of the Company’s share capital, will remain the Company’s majority shareholder.
PKO BP Securities, UBS Investment Bank and Wood & Company Financial Services, a.s. Spółka Akcyjna (Oddział w Polsce) 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.
Szymon Piduch, CEO of Dino Polska S.A., commented: “We are pleased with today’s approval of the prospectus and plan to launch the public offering. We have ambitious growth plans, calling for both gradual intensification of the store network in provinces where Dino is already present and gradual expansion into new regions. By the end of 2020 we plan to exceed 1,200 stores. Dino’s market environment is encouraging and the proximity supermarket segment is promising. We anticipate continuation of the positive macroeconomic trends in 2017 and beyond. Listing on the Warsaw Stock Exchange and becoming a public company will be another major milestone for Dino Group.”
Detailed information about the Offering is presented in the Prospectus approved by KNF, which will be available on the Company’s website at www.grupadino.pl and the website of the Offering Agent, PKO BP Securities, at www.dm.pkobp.pl.
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 Dino 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 as of the end of 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 over 10,600 people (data as of 31 January 2017).
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. 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 based on published Prospectus approved by the Polish Financial Supervision Authority. 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 and Dino Group. 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, Dino Group and their operations.