Press Release

IPO

Announcement of the final Offer Price and the maximum number of the Offered Shares – press release

September 29, 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 R.C.S. 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 (“Admission”) and  approved by 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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29 September 2020

Press release

Allegro announces the Pricing of its initial public offering at PLN 43 per Share (the "Offer Price")

  • Based on the Offer Price, the implied market capitalisation of the Company will be PLN 44 billion;
  • The Offering comprises the issuance of 23,255,814 new Shares (the "New Sale Shares") to raise gross  proceeds of approximately PLN 1.0 billion and the sale of 190,293,225 existing shares (the "Existing  Sale Shares" and, together with the New Sale Shares, the "Sale Shares") by the Company’s existing  shareholders;
  • Free float of 20.9% immediately following Admission (before any exercise of the Over-allotment  Option);
  • The first day of listing and trading of the Company’s Shares on the Warsaw Stock Exchange (the  “WSE”) is expected to be on 12 October 2020 (the “Listing Date”).

Allegro.eu (“Allegro” and, together with its subsidiaries, the “Group”), Poland’s number one commerce  platform and the most recognized e-commerce brand in the country with over 12 million active buyers and  over 117,000 merchants as of 30 June 2020, today announces the successful pricing of the initial public  offering of the Company’s ordinary shares (the “IPO” or “Offering”) at PLN 43 per Share (the “Offer  Price”).

Commenting on today’s event, François Nuyts, Chief Executive Officer, said:

“This is another important milestone for Allegro as we move through our IPO process. We have spent time with  a range of potential investors, and the feedback we have received has been extremely positive. Over 20 years of  constant growth and innovation, we have grown from a local startup to European e-commerce champion. We  have come this far because we have stayed focused on creating a great experience on our platform, continuously  enhancing the Allegro experience to make it the best possible place for consumers and merchants to shop and to  do business.

The success we have had to-date has been driven by an incredibly committed, innovative and creative team, and  I’d like to thank them for everything they’ve done to bring us to this point. As we look forward to our next phase  of growth as a listed business, I’d also like to welcome new investors to the Allegro shareholder-base, and thank  them for their engagement with us so far”

Summary of the Offering

  • The Offer Price has been set at 43 per Share and based on the Offer Price, the implied market capitalisation  of the Company will be PLN 44 billion.
  • The final price for the Offer Shares is identical for retail investors and institutional investors.
  • The Offering comprises the issuance of 23,255,814 New Sale Shares to raise gross proceeds of approximately  PLN 1.0 billion and the sale of 190,293,225 Existing Sale Shares by the existing shareholders.
  • In addition, Permira VI Investment Platform Limited, Cidinan S.à r.l. and Mepinan S.à r.l. (together, the  "Majority Selling Shareholders") have granted to Morgan Stanley & Co. International plc as Stabilization  Manager (the “Stabilizing Manager”) an over-allotment option (the "Over-allotment Option") to purchase  up to 15% of the total number of Sale Shares (the "Over-allotment Shares" and, together with the Sale  Shares, the "Offer Shares"). The Over-allotment Option is exercisable for a period up to 30 days from 12 October 2020.
  • The total value of the Offering will amount to PLN 10.6 billion, if the Over-allotment Option is fully  exercised, and PLN 9.2 billion, excluding the Over-allotment Option.
  • Free float will be 20.9% (before any exercise of the Over-allotment Option).
  • Retail investors will be allotted 9,342,771 Offer Shares. Institutional investors will be allotted 236,238,624 Offer Shares.
  • The first day of listing and trading of the Group’s Shares on the WSE is expected to be on 12 October 2020  (the “Listing Date”).
  • Each employee who is employed by the Group (and is not under notice of termination / has not agreed to the  termination of their employment) as at the Listing Date, and who does not hold any Shares pursuant to historic  investment arrangements, will receive a one-off Share award of 233 Shares with a value of approximately PLN 10,000, vesting 360 days after the Listing Date.
  • The estimated net cash proceeds receivable by the Company are expected to be approximately PLN 900.5 million.
  • The Group intends to use the expected net proceeds of the issue of the New Sale Shares, together with  borrowings under a new credit facility, to repay its outstanding debt in order to improve its net leverage and  for the general corporate purposes of the Group.
  • Following the completion of the Offering, the remaining Shares held by the Majority Selling Shareholders  will be subject to a lock-up agreement for a period of 180 days from the first listing of the Shares on the WSE,  subject to certain customary exceptions as set forth in the Prospectus. In addition, Shares held by the directors  and senior managers of the Company and the recipients of Shares awarded pursuant to the Group’s historic investment opportunities following the Offering will be subject to lock-up arrangements for a period of 360 days from the first  listing of the Shares on the Warsaw Stock Exchange, subject to certain customary exceptions as set forth in  the Prospectus.
  • Goldman Sachs International and Morgan Stanley & Co. International plc are acting as global coordinators  and joint bookrunners; Barclays Bank PLC, BofA Securities Europe SA, Citigroup Global Markets Limited  and Dom Maklerski Banku Handlowego S.A. are acting as joint bookrunners; Santander Bank Polska S.A  and BM PKO BP are acting as joint bookrunners and co-offering agents in Poland in connection with its offer to retail investors; and 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 are acting as co-lead managers.
  • Lazard & Co., Limited ("Lazard") is acting as Financial Adviser to the Group.
  • To see previous announcements related to the transaction or for more information, please see  www.allegro.eu/ipo

Prospectus

For more information about the Group and the Offering, reference is made to the prospectus dated 22 September  2020 and the prospectus supplement dated 25 September 2020. The prospectus and the prospectus supplement are  available electronically via the Group’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.1 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 month2. 

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:
1Source: OC&C
2Source: SimilarWeb

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 Warsaw Stock  Exchange. Such transactions may commence on or after the date of commencement of trading of the Shares on  the Warsaw Stock Exchange 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 Warsaw Stock Exchange. 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.

For the reader’s convenience, a translation of certain EUR amounts into zloty has been presented in this  announcement. The exchange rate for the zloty convenience translations is PLN 4.5497 per EUR 1.00, which was  the National Bank of Poland exchange rate per EUR as of 28 September 2020. Such translations should not be  viewed as a representation that such EUR amounts actually represent such zloty amounts, or could be or could  have been converted into zloty at the rate indicated or at any other rate.

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.