Press Release

IPO

Allegro announces the allocation of its shares in its initial public offering

October 5, 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and does not an offer of securities for sale or subscription in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed offering (the “Offering”) will be made, and any investor should make their investment decision solely on the basis of the information that is contained in the prospectus published by Allegro.eu, a public limited liability company (société anonyme) formed and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 214830 (the “Company”, or the “Issuer”) in connection with the admission of its ordinary shares (the “Shares”) to trading on the Warsaw Stock Exchange (the “WSE”) (“Admission”) and approved by the Luxembourg financial supervisory authority, the Commission de Surveillance du Secteur Financier (the “CSSF”) on 22 September 2020 and the prospectus supplement published by the Company and approved by the CSSF on 25 September 2020 (together, the “Prospectus”). Copies of the Prospectus and the pricing statement published by the Company on 29 September 2020 (the “Pricing Statement”) are available from the Company’s website at www.allegro.eu/ipo, subject to applicable securities regulations.

The approval of the Prospectus by CSSF should not be understood as an endorsement of the securities offered or admitted to trading on the basis of the Prospectus. Potential investors should read the Prospectus and the Pricing Statement before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities referred to in the Prospectus and the Pricing Statement.

Risk is inherent in each investment decision. Investing in Shares is connected with a number of risks including, but not limited to, the financial risk resulting from a decline in the price of Shares or the limitation of their liquidity. With all investment decisions it is necessary to, among other things, define future profit and assess the risk connected with it. Investing in shares implies the risk of losing part or all the invested funds, and even the necessity of incurring additional costs.

Nieodłączną częścią każdej inwestycji jest ryzyko. Inwestowanie w Akcje wiąże się z szeregiem ryzyk, w tym z ryzykiem finansowym związanym między innymi ze spadkiem kursu Akcji lub ograniczeniem ich płynności. Podjęcie każdej decyzji inwestycyjnej wiąże się między innymi z koniecznością określenia przyszłego dochodu oraz oceny ryzyka z nim związanego. Inwestowanie w akcje wiąże się z ryzykiem utraty części lub całości zainwestowanych środków, a nawet koniecznością poniesienia dodatkowych kosztów.

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5 October 2020

Press release

Allegro announces the allocation of its shares in its initial public offering

Formal allocation of the Sale Shares was conducted today, 5 October 2020

  • Retail investors were allotted 9,342,771 Shares. Institutional investors were allotted 236,238,624 Shares (including Over-allotment Shares).
  • The average reduction rate for purchase orders placed by the retail investors was ca. 84.85%.
  • The registration of the Shares on the accounts of retail investors is scheduled for 6 October 2020, and for institutional investors is expected to be on 9 October 2020.
  • The first day of listing and trading of the Company’s Shares on the WSE is expected to be on 12 October 2020 (the “Listing Date”)
  • To see previous announcements related to the transaction or for more information, please see www.allegro.eu/ipo

Offering statement
This press release is subject to applicable securities law restrictions. This press release is available on the Company’s website (www.allegro.eu/ipo) and additionally, for information purposes only, on the websites of the Co-Offering Agents (www.bm.pkobp.pl and www.santander.pl/inwestor). The final Offer Price and number of Shares have also been made available on the website of the Luxembourg Stock Exchange (www.bourse.lu).

Prospectus
For more information about the Company, its direct and indirect subsidiaries (together with the Company, the “Group”) and the Offering, reference is made to the Prospectus. The prospectus and the prospectus supplement are available electronically via the Company’s website (www.allegro.eu/ipo), the website of the Luxembourg Stock Exchange (www.bourse.lu) and additionally, for information purposes only, on the websites of the Co-Offering Agents (www.bm.pkobp.pl and www.santander.pl/inwestor).

About Allegro

Allegro is the go-to commerce platform for Polish consumers and has delivered strong revenue growth, profitability and cash flow at scale. The Group operates the leading online marketplace in Poland, Allegro.pl, and the leading price comparison platform in Poland, Ceneo.pl. The Group targets the retail market in Poland, which had an estimated size of PLN 621 billion (EUR 136 billion) in 2019 is forecasted to grow to PLN 724 billion (EUR 158 billion) by 2024. The Group’s gross merchandise value (“GMV”) accounted for approximately 3% of this market in 2019. As the most recognized e-commerce brand and the largest non-food retailer by GMV in Poland, Allegro.pl is also one of the world’s top ten e-commerce websites and among the top 100 websites in the world by visits per month .

Merchants on the Group’s e-commerce marketplace sell across a variety of categories covering electronics, home and garden; sports and leisure; kids; automotive; fashion and shoes; health and beauty; books, media, collectibles and art; and supermarket. The Allegro.pl marketplace platform facilitates the sale of new products primarily on behalf of merchants through a business-to-customer model and attracts visits from an average of 20 million internet users per month, which is equivalent to 63% of Polish residents ages 16 and above and 76% of all internet users in Poland. As of 30 June 2020, the Group’s e-commerce marketplace had approximately 12.3 million active buyers who connect with approximately 117,000 merchants, which resulted in an average of 32 million monthly transactions in the twelve months ended 30 June 2020. The Group’s e-commerce marketplace generated GMV of PLN 28.4 billion (EUR 6.2 billion) for the twelve months ended 30 June 2020.

Enquiries

For additional information, please contact:

Media:
FTI Consulting LLP (London)
Edward Bridges, Matt Dixon, Adam Davidson, Mike Coombes
+44 (0)20 3727 1017 | allegro@fticonsulting.com

NBS Communications (Warsaw)
Anna Krajewska, Piotr Wojtaszek, Krzysztof Woch
+48 22 826 74 18 | allegro@nbs.com.pl

Allegro
Paweł Klimiuk – Communication Director
+48 66 44 12 000

Goldman Sachs International (Global Coordinator and Joint Bookrunner)
Richard Cormack, Clif Marriott, Alex Garner, John Wilkinson
+44 (0)20 7774 1000

Morgan Stanley (Global Coordinator and Joint Bookrunner)
Henrik Gobel, Enrique Perez Hernandez, Bobby Shoraka, Stefan Krueger
+44 (0)20 7425 8000

Lazard (Financial Adviser)
Charlie Foreman, Nick Fowler, Bozidar Djelic
+44 (0)20 7187 2000

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of the Company.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions 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.

The Shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the “Securities Act”) or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. The offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of Shares in the United States or any other jurisdiction other than Poland. Any Shares sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A.

This communication is only addressed to, and directed at, persons in member states of the European Economic Area and the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investors”). In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of “investment professional” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area, by persons who are not Qualified Investors.

This announcement does not constitute an offer or invitation for the sale, issuance or subscription for any Shares in any jurisdiction, nor does it purport to give legal, tax or financial advice. Nothing contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. Any subscription or purchase of Shares in the proposed Offering should be made solely on the basis of the information contained in the Prospectus issued and the Pricing Statement by the Company in connection with the Offering. The information in this announcement is subject to change.

The Offering timetable, including date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on Company’s intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “targets”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, outlook, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date of this announcement and cannot be relied upon as a guide to future performance.

Each of Goldman Sachs International, Morgan Stanley & Co. International plc, Barclays Bank PLC, BofA Securities Europe SA, Citigroup Global Markets Limited, Dom Maklerski Banku Handlowego S.A., Powszechna Kasa Oszczędności Bank Polski S.A. Oddział – Biuro Maklerskie w Warszawie, Santander Bank Polska S.A. – Santander Biuro Maklerski, Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao, Crédit Agricole Corporate and Investment Bank, Erste Group Bank AG, Pekao Investment Banking S.A. and Raiffeisen Centrobank AG (together, the “Managers”), Lazard and the Company, and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

The Managers and Lazard are acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering of the Shares, each of the Managers and any of their affiliates, may take up a portion of the Shares in the Offering as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Managers and any of their affiliates acting in such capacity. In addition, certain of the Managers or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Managers nor any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

In connection with the Offering, Morgan Stanley & Co. International plc, as stabilization manager (the "Stabilization Manager") (or its agents) acting on behalf of itself and the Managers may to the extent permitted by, and in compliance with, applicable laws and regulations (in particular, Commission Regulation (EC) No. 596/2014 and Commission Delegated Regulation (EC) No. 1052/2016), over-allot shares or effect transactions on or off a regulated market, with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market. If such stabilization occurs, it will be undertaken on the WSE. Such transactions may commence on or after the date of commencement of trading of the Shares on the WSE and will end no later than 30 calendar days thereafter. There is no assurance that such transactions will be undertaken and, if commenced, they may be discontinued at any time. There shall be no obligation on the stabilizing manager to enter into such transactions. All such stabilization shall be conducted in accordance with applicable laws and regulations.

For the purposes of allowing the Stabilization Manager to cover short positions resulting from any such over-allotment and/or from sales of Shares effected by it during the stabilising period, the Stabilization Manager will be granted an over-allotment option (the "Over-allotment Option"), pursuant to which it may purchase, or procure purchasers for, Shares representing up to 15% of the total number of Sale Shares at the Offer Price (the "Over-allotment Shares"). The Over-allotment Option will be exercisable in whole or in part upon notice by the Stabilization Manager at any time on or before the 30th calendar day after the commencement of trading of the Shares on the WSE. Any Over-allotment Shares made available pursuant to the Over-allotment Option will be made available on the same terms and conditions as Shares being offered pursuant to the Offering, will rank pari passu in all respects with all other Shares (including with respect to pre-emption rights) and will form a single class with all other Shares for all purposes, including with respect to voting and for all dividends and distributions thereafter declared, made or paid on the ordinary share capital of the Company.

None of the Managers, Lazard or any of their respective affiliates or its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies or the selling shareholders, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of, or reliance upon, this announcement or its contents or otherwise arising in connection therewith.

Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, and the Company has not ascertained the underlying economic assumptions relied upon therein.

Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.

For the avoidance of doubt, the contents of the Company’s website are not incorporated into, and do not form part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

1 Source: OC&C

2 Source: SimilarWeb