CVC Capital Partners

On 17 October 2024 Zabka Group debuted on the main market of the Warsaw Stock Exchange. The share price at the opening on the first day of trading was PLN 23, 7% higher than the price in the initial public offering. The debut on the WSE is the culmination of the company’s public offering, which had a value of PLN 6.45 billion. It is the largest public offering in Poland since 2020, one of the biggest in the history of the WSE, and the fourth-largest offering in Europe this year.

Tomasz Suchański, CEO of Zabka Group, said: “Zabka Group’s listing on the Warsaw Stock Exchange marks a major step in implementing our long-term growth strategy. We are well-positioned to double sales to end customers by 2028 and to open approximately 1,000 stores annually in Poland and Romania. The significant interest in our public offering from renowned Polish and international financial institutions, as well as retail investors, reflects the market’s confidence in our future. This support will further motivate us to continue to deliver stable and profitable growth, and to build value for our shareholders, customers and franchisees.”

Krzysztof Krawczyk, Chairman of the Board of Directors of Zabka Group and Partner at CVC Capital Partners, commented: “We are proud that our long-term partnership with Zabka Group has led to one of the biggest stock market debuts in the history of the WSE. We applaud the consistent strategic execution and the commitment to growth on the part of both Zabka Group’s management and employees. I would also like to thank our fellow shareholders, Partners Group and the EBRD, for their commitment to Zabka Group’s success and their continued support of the business.”

Key information about the Zabka Group public offering

  • The Offering comprised a public subscription for 300,000,000 existing shares, excluding any Over-Allotment Shares. Based on the set offer price (PLN 21.50, the top of the price range), the value of the Offering was PLN 6.45 bn.
  • Additionally, up to 45,000,000 Over-Allotment Shares are offered in the IPO. Assuming the Over-allotment Option is exercised in full, the value of the Offering will increase to PLN 7.42 bn.
  • The Selling Shareholders decided to allocate 5% of the final number of the Sale Shares in aggregate to Retail Investors (4.4% including Over-Allotment Shares).
  • The reduction rate for subscriptions of retail investors was 90.45%.
  • The Offering consisted of:
  • a public offering in the territory of Poland, including: (a) the Retail Offering and (b) the Polish  Institutional Offering, in accordance with Regulation S under the U.S. Securities Act;
  • an offering in the United States to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A, or another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act; and
  • an offering to certain other institutional investors outside of the United States and Poland in accordance with Regulation S under the U.S. Securities Act.
  • Goldman Sachs Bank Europe SE and J.P. Morgan SE acted as the Joint Global Coordinators and Joint Bookrunners and PKO BP – Biuro Maklerskie w Warszawie (PKO Securities) as an Offering Agent and Joint Bookrunner. Banco Santander, Biuro Maklerskie Pekao, BNP PARIBAS, CVC Capital Markets, Morgan Stanley and Pekao Investment Banking also acted as Joint Bookrunners. ING, mBank and Trigon acted as Co-Bookrunners.
  • The Retail Consortium in Poland, accepting subscriptions from Retail Investors, included PKO Securities, and brokerage houses of Alior Bank, BNP Bank Polska, Bank Handlowy, Millenium Bank, ING Bank Śląski, mBank, Pekao, BOŚ, BDM, Ipopema Securities, Noble Securities, Santander and Trigon.
  • GREENBERG TRAURIG Nowakowska-Zimoch Wysokiński sp.k., Freshfields Bruckhaus Deringer LLP and Elvinger Hoss Prussen société anonyme acted as Legal Counsel to the Company and the principal selling shareholder. Baker McKenzie Krzyżowski i Wspólnicy sp. k. and Allen Overy Shearman Sterling LLP acted as Legal Counsel to the Joint Bookrunners.
  • PwC Polska acted as the advisor to the Company and OC&C Strategy Consultants prepared market and industry reports for the purpose of the Prospectus.

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