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”) published 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 was published and made 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 Poland, has published the share price in its public offering of shares (the “Offering”).
The Final Price for the Offer Shares for Institutional Investors has been set through book-building at PLN 34.50 per share and the Final Price for the Offer Shares for Retail Investors has been set at PLN 33.50 per one share. This means that the Final Price for the Offer Shares for Retail Investors is equal to the Maximum Price and the Final Price for the Offer Shares for Institutional Investors is higher than the Maximum Price.
It was also determined that the Offering will include the maximum anticipated number of shares, 48,040,000 shares, i.e. all of the shares 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 “Selling Shareholder”). This means that the value of the Offering of Dino Polska S.A. will be about PLN 1.65 billion, and the capitalization of the Company according to the price in the Final Price for Institutional Investors will be about PLN 3.4 billion.
Institutional investors will be offered 45.456.047 shares and retail investors will be offered 2.402.000 shares, constituting 5% of all of the shares in the Offering. Management Option Scheme Investors will take up 181.953 shares at the Final Price for the Offer Shares for Institutional Investors.
Szymon Piduch, CEO of Dino Polska S.A., commented: “During the roadshow we met with over a hundred institutional investors in Warsaw, London and other European cities as well as about 40 funds in the United States. We met with large, renowned institutional investors. The interest in our public offering was very large, which translated into setting the final price for shares for institutional investors at a level higher than the maximum price. This means that the value of the public offering will be about PLN 1.65 billion. We are gratified by the confidence that investors have shown. We want to continue consistently achieving our strategic goals and maintain a dynamic rate of growth.”
INDICATIVE SUMMARY TIMETABLE OF OFFERING
|5-7 April 2017||Acceptance of purchase orders from Institutional Investors and Management Option Scheme Investors|
|Not later than on 12 April 2017||Allotment of the Offer Shares|
|19 April 2017||Expected first day of listing on the WSE|
More information regarding Dino Polska S.A.:
Dino is a nationwide network of medium-sized supermarkets located in close proximity to where customers live. Its grocery stores are open every day (except for non-trade Sundays) from 6:00 a.m. to 11:00 p.m.1. The Dino network is one of the fastest growing retail grocery trade networks in Poland. At the end of September 2020 it consisted of 1,371 stores across Poland.
The Dino Group’s business model blends the advantages offered by the format of conveniently-located mid-sized supermarkets with the capability of rapidly opening new stores and offering an attractive assortment primarily entailing attractively-priced branded and fresh products.
Dino stores offer customers approximately 5 thousand stock keeping units (SKUs). Most of the SKUs are either fresh products or branded products, including a full range of groceries, household chemicals and cosmetics as well as small household articles and appliances. Every Dino store has a staffed meat counter, with the Agro-Rydzyna meat processing plant supplying high quality meat and cold cuts.
The Dino Group’s logistics network consists of five distribution centers located in Krotoszyn, Jastrowie, Wolbórz, Rzeszotary and Łobez. Its geographic range makes it possible to deliver fresh products to all of the stores in Dino’s network every day of the week.
At the end of September 2020 the Dino Group had 24.1 thousand employees.
The Company has been listed on the main floor of the Warsaw Stock Exchange since April 2017. Dino Polska S.A. is majority-owned by Polish capital.
1 Some stores are open for less than the standard working hours in connection with aligning their operation to local regulations.
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 is 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 the 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 made 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 or 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.