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. 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Current Report No. 8/2023 – Decision regarding „DINO POLSKA” S.A.’s acquisition of a 75% equity stake in the eZebra.pl sp. z o.o. internet drug store

Date: 17 October 2023

The Management Board of „DINO POLSKA” S.A. (“Company”) reports that on 17 October 2023, acting pursuant to the consent given by the Company’s Supervisory Board, it entered into a Preliminary Conditional Share Purchase Agreement and a Shareholder Agreement (“Agreement”) with the company doing business as eZebra.pl sp. z o.o. with its registered office in Lublin (“eZebra”) and its shareholders (“Founders”). On the basis thereof, as a result of acquiring the secondary shares from the Founders and following the registration of the share capital increase of eZebra and after the Company’s subscription for newly-issued shares, the Company will ultimately become the owner of a 75% equity stake in eZebra (“Shares”).

eZebra runs an internet drug store at the following ezebra.pl website. It offers an extensive range of cosmetics and perfumes and accessories in the beauty, health, personal hygiene and household categories.

The Company’s intention is to cooperate with the Founders and the management of eZebra to continue developing the operations of the ezebra.pl drug store and jointly develop competences in e-commerce. The Founders will continue to serve in the Management Board of eZebra to oversee the execution of its growth strategy.

According to the Agreement the Company will acquire control of eZebra and its subsidiaries, i.e.: 3BOOM sp. z o.o. with its registered office in Lublin (“3BOOM”) and JTG Polska sp. z o.o. with its registered office in Lublin (“JTG”), holding its own warehouse and rendering warehouse and shipping services.

The Company will acquire the Shares (Closing Date) provided that the following conditions precedent are fulfilled by 31 March 2024:

  • the consent of the President of the Office of Competition and Consumer Protection is obtained to acquire the Shares,
  • the Founders obtain the consent of JTG’s lender to execute the aforementioned transaction and perform other activities required by the agreements in place with this bank.

The Price for the Shares will be approximately PLN 61 million (“Sales Price”), of which PLN 11.5 million will serve as a contribution with the Company subscribing for new shares in the share capital of eZebra and will support its ongoing development, while the amount of approximately PLN 49.5 million will serve as payment for the secondary shares purchased by the Company from the Founders. The Sales Price will be adjusted for net debt and the difference in working capital of eZebra, JTG and 3BOOM on the Closing Date.

According to the Agreement, in respect of the remaining 25% equity stake in eZebra, the Founders have granted the Company the right to acquire that equity stake (Call Option) while the Founders have the right to sell that equity stake to the Company (Put Option). The Call and Put Options will be in force for the 6 months following the elapse of 5 years and 6 months (for the Call Option) and 5 years and 9 months (for the Put Option) from the Closing Date.

The Price for the shares under the option is 25% of the amount equal to the product of the EBITDA result of eZebra for the year preceding the execution of the option and the multiplier of 9 for the Call Option and 8 for the Put Option, minus the net debt of eZebra in both cases.

 

Legal basis: Art. 17 sec. 1 of Regulation (EC) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.