Poznan, Poland (ots/PRNewswire) - 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
(the "Prospectus") expected to be 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 due course in connection
with the admission of its ordinary shares ("Shares") to trading on
the Warsaw Stock Exchange ("Admission"). A copy of the Prospectus
will, following publication, be available from the Company's website
at www.allegro.eu/ipo, subject to applicable securities regulations.
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 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.
Nieodl?czn? cz?sci? ka?dej inwestycji jest ryzyko. Inwestowanie w
Akcje wi??e si? z szeregiem ryzyk, w tym z ryzykiem finansowym
zwi?zanym mi?dzy innymi ze spadkiem kursu Akcji lub ograniczeniem ich
plynnosci. Podj?cie ka?dej decyzji inwestycyjnej wi??e si? mi?dzy
innymi z koniecznosci? okreslenia przyszlego dochodu oraz oceny
ryzyka z nim zwi?zanego. Inwestowanie w akcje wi??e si? z ryzykiem
utraty cz?sci lub calosci zainwestowanych srodków, a nawet
koniecznosci? poniesienia dodatkowych kosztów.
14 September 2020
Announcement of Intention to Float on the Warsaw Stock Exchange
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 a customer base of
approximately 12.3 million active buyers and approximately 117,000
merchants, today announces its intention to undertake an initial
public offering via a placing to institutional and retail investors.
Allegro intends to apply for listing and admission of the Group's
ordinary shares on the main market of the Warsaw Stock Exchange.
Commenting on today's announcement, François Nuyts, Chief Executive
"I am delighted to announce Allegro's intention to float on the
Warsaw Stock Exchange. Allegro is a unique success storyshaped over
20 years, from local start-up to a European e-commerce champion.
Alongside 12.3 million active buyers and 117,000 merchants, we are
leading the digital transformation of Poland's economy and improving
the everyday lives of millions of Poles and thousands of SMEs.
Allegro has demonstrated exceptional growth, profitability and cash
generation at scale over time. We have seen an acceleration of growth
over the last three years thanks to our ongoing strategic initiatives
and investments, with annual GMV and net revenue reaching
approximately 25% and over 30% growth, respectively, in 2019, and GMV
and net revenue growth each over 50% in the first half of 2020.
Adjusted EBITDA saw a similar trend, growing at 20% in 2019 and 28%
in the first half of 2020 with margins in excess of 45%. Today marks
a new phase in Allegro's growth journey as we invest in innovation;
bring even more customers to our platform; invest in our people; and
create the best possible experience for our buyers and merchants. We
are proud to offer institutions and individuals the chance to take
part - and we intend for every Allegro employee to become an owner of
the company too."
Allegro is the number one commerce platform in Poland 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 (USD 156 billion) in 2019, and the
Group's gross merchandise value ("GMV") accounted for approximately
3% of this market, which is forecasted to grow to PLN 724 billion
(USD 182 billion) by 2024. 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 76% of all internet users in Poland.
The Group's e-commerce marketplace has a user base of 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 June 30, 2020. The Group's
e-commerce marketplace generated GMV of PLN 28.4 billion (USD 7.1
billion) for the twelve months ended June 30, 2020.
Reasons for the Offering
The Group believes the Offering is a logical and significant next
step for the Group in its development. It also believes the Offering
will strengthen the Group's financial position by enabling it to
repay part of its outstanding debt, support the Group's growth plans
by increasing its public profile and brand awareness, and create a
new long-term shareholder base for the Group, including employees, as
well as liquidity for its existing and future shareholders.
The Group believes its success is attributable to the following key
Allegro is the go-to commerce platform in a large, resilient and
under-penetrated retail market
* Allegro is the leading e-commerce brand in Poland and is the
preferred online shopping destination for Polish consumers.
* A significant percentage of Polish consumers start their search
for products on Allegro.pl rather than on any other website. In
June 2020, 43% of Polish surveyed consumers cited Allegro.pl as
their initial product search destination, more than twice as many
Polish consumers who cited Google (17%), which was the nearest
* As of June 30, 2020, Allegro.pl had a user base of approximately
12.3 million active buyers who connected with approximately
117,000 merchants, which resulted in an average of 32 million
monthly transactions in the twelve months ended June 30, 2020.
* This user base generated GMV of PLN 22.8 billion (USD 5.7
for the year ended December 31, 2019, and PLN 28.4 billion (USD
7.1 billion) for the twelve months ended June 30, 2020, making
Group the largest e-commerce retailer in Poland.
* Allegro's GMV grew by 25.4% in 2019 compared to growth of
approximately 16% for the rest of the e-commerce segment in
* Although the Group attracts a large number of Polish consumers to
its e-commerce marketplace, excluding sales of second-hand items
on the Group's e-commerce marketplace, the Group's GMV accounted
for only 3% of the total Polish retail market by value, which had
an estimated size of PLN 621 billion, in 2019. The Group believes
there is a significant opportunity to increase growth.
* Poland is the leading economy in Central and Eastern Europe, the
fifth most populous country in the European Union and the
thirteenth largest economy among OECD countries in terms of GDP.
* Poland's GDP-per-capita has experienced sustained growth at a
of 6.9% from 2016 to 2019 and is expected to continue growing at
CAGR of 4.3% between 2019 and 2024.
* The country's real GDP growth rate has been consistently above
European Union average growth rate for the last ten years,
at approximately 2.5 times the average European Union real GDP
growth rate in 2019.
* The Polish retail market grew at a CAGR of approximately 5% from
2016 to 2019. It is expected to grow at a CAGR of 4% from 2021 to
* The Polish e-commerce segment has grown faster than the overall
Polish retail market at a 2016- 2019 CAGR of 19%, with growth
accelerating throughout the period and exceeding 20% in 2019
year-on-year. This growth rate was faster than the growth
experienced in the United States (16%), the United Kingdom (11%)
and Germany (9%) over the same period. It is expected to grow at
CAGR of 14% from 2021 to 2024.
* Online penetration in the Polish retail market has grown
meaningfully in recent years, from approximately 5.8% in 2016 to
approximately 8.4% in 2019. The Group believes that there is
significant room to grow as the online retail market share in
Poland remains underpenetrated relative to other markets,
including the United Kingdom (18%) and China (27%). The current
low online penetration and secular tailwinds driving the ongoing
shift from offline to online support further growth in the Polish
The Group's superior value proposition benefits from the "flywheel"
effect, underpinned by an unparalleled focus on "retail basics".
* The Allegro platform creates powerful network effects that
both buyers and merchants.
* As more merchants join the platform, the breadth of the products
offered increases and price competitiveness improves, which in
turn leads to increases in the number of buyers browsing and
purchasing on the Group's e-commerce marketplace. Conversely, as
more buyers browse for and buy products, merchants become
increasingly attracted to the Group's e-commerce marketplace. The
Group refers to this effect as the "flywheel".
* As of June 30, 2020, the Group had approximately 12.3 million
active buyers on its e-commerce marketplace, representing an
annual increase of 13% from June 30, 2019.
* The Group is relentlessly focused on improving and actively
stimulating key "retail basics" - namely, breadth of product
assortment, price competitiveness and superior shopping and
* Selection: Polish consumers can shop a large breadth of products
across a broad range of categories from global brands such as
Bosch, Adidas and Samsung, as well as unique local brands, such
Cobi, Kruger&Matz and Wittchen, and long tail brands, such as
Baseus, Lemfo and Green Cell.
* Price: The Group measures prices on the most popular set of
products in each product category. Of these monitored top
selection products, Allegro's goal is to offer the best prices
across its product range.
* Convenience: The Group is focused on improving multiple levers to
drive convenience for Allegro buyers, namely website and app user
experience, delivery and returns, payments and customer service.
Delivery experience has been a key area of innovation, and the
Group believes its delivery experience is market-leading in
Poland, with approximately 75% of the products sold on the
platform being delivered to buyers within two working days and
approximately 30% of orders delivered the next working day.
* All of this drives high buyer satisfaction, demonstrated by its
best-in-class global Net Promoter Score ("NPS") of +72 (June
2020), which outpaces the e-commerce industry average of 40, and
indicates strong buyer loyalty, with more than 8 out of 10
customers recommend Allegro to family members and friends.
* The Group is the number one route for merchants to approximately
12.3 million active buyers as of June 30, 2020, and the leading
online gateway for merchants in Poland. Its merchant base ranges
from large brands, such as P&G and Reckitt Benckiser, to
retailers, such as MediaMarkt and Carrefour, to SMEs.
* In addition to providing access to a large buyer base, the Group
has transformed the merchant experience over the last 3 years.
Merchants benefit from the SMART! loyalty program which drives
sales, access to a range of payment providers, unique delivery
solutions, incentives for quality performance, and merchant
* The Group has also developed a comprehensive range of merchant
tools and value-added services. This includes leveraging data and
analytics to drive automation of key processes; marketing tools
and support; trainings through Allegro Academy (a digital
entrepreneurship education program launched in 2020); and trade
analytics tools to monitor sales performance and manage offer
* Allegro's unique value proposition has driven significant growth
in the number of merchants from fewer than 100,000 as of December
31, 2018 to approximately 117,000 as of June 30, 2020.
Allegro's continuous platform innovation,including a focus on
delivery and the SMART! loyalty program, drives improving user
experience for buyers and merchants
* The Group's SMART! loyalty program, with free delivery and free
returns, has proven successful at addressing a crucial historic
impediment for e-commerce growth, namely the impact of the cost
delivery on the price competitiveness of goods purchased online
compared to products purchased offline.
* The SMART! subscriber base has grown rapidly from 684,000 as of
December 31, 2018 to 1.5 million as of December 31, 2019, before
reaching 2.1 million paying subscribers, representing
approximately 17% of the Group's active buyers, as of June 30,
* SMART! subscribers are highly engaged, with 1.4x more site visits
and 2.5x more orders than non-subscribers. These customers are
also more responsive to the Group's communications and commercial
campaigns, with an average uplift in GMV per active buyer for
SMART! subscribers of 55% after the first twelve months.
* SMART! merchants experienced 5x higher GMV growth in the twelve
months ended June 30, 2020 than merchants without SMART! offers.
As a result, SMART! is improving merchant quality and
the "flywheel" and there remains significant opportunity for
Allegro provides a unique combination of growth, profitability and
cash conversion at scale
* Targeted investments in strategic initiatives such as SMART!, the
focus on "retail basics" and improvements to user experience on
the platform have accelerated the flywheel, resulting in
accelerating growth over time: GMV grew at 13.9% and 25.4% for
years ended December 31, 2018 and December 31, 2019,
This acceleration was also evident at the start of 2020, prior to
the impact of COVID-19, with GMV growing ahead of 2019 growth in
both January and February 2020. During the March to May period,
when offline stores were closed for all or part of the month, the
Group saw significantly higher monthly GMV growth of 47%, 85% and
73% in March, April and May, respectively. The Group has
to note much stronger GMV growth in June through August,
the reopening of offline stores in Poland, than in the period
immediately preceding the COVID-19 lockdown, with GMV growth of
57%, 48% and 51% in June, July and August, respectively.
* The strong growth in GMV, coupled with moderate take rate
increases, as well as high growth from the Group's advertising
price comparison businesses, have further driven net revenue
growth at a rate in line with or faster than its GMV growth. Net
revenue grew 19.0% and 31.1% over the years ended December 31,
2018 and December 31, 2019, respectively. For the six months
June 30, 2020, the Group's net revenue grew 51.8%.
* The Group has also achieved high profitability and cash
levels, driven by its asset-light 3P business model. As a result,
from 2017 to 2019, the Group maintained Adjusted EBITDA/net
revenue that consistently exceeded 50% and Adjusted EBITDA/GMV of
approximately 6%, with Adjusted EBITDA growing at an 18.5% CAGR
over the period. Several key investment initiatives, in
SMART!, which launched in 2018, have resulted in decreasing
margins over time with Adjusted EBITDA/net revenue margins
reaching 45.6% and Adjusted EBITDA/GMV of 5.0% in the six months
ended June 30, 2020. The Group believes these investments are key
to accelerating the "flywheel" and continuing to drive overall
growth. Adjusted EBITDA grew 28.0% in the six months ended June
* The Group benefits from limited capital expenditure requirements
due to its fully invested and asset-light business model. The
Group has also benefited from high free cash flow generation
also managing to reduce net leverage, with net leverage
from 5.1x net debt/Adjusted EBITDA for the preceding twelve
as of June 30, 2019 to 3.7x as of June 30, 2020.
Allegro's distinctive buyer and merchant-centric culture is nurtured
by its highly experienced management team
* Allegro is led by a highly experienced and entrepreneurial
management team with complementary skill sets and proven track
records of driving innovation.
* The Chairman, CEO and the rest of the executive leadership team
bring extensive experience at leading e-commerce, technology,
consulting and/or financial institutions. The 86 individuals in
the broader leadership team have an average of 15.2 years of
business experience and 5.2 years at Allegro.
* Allegro's management team has built a creative workplace for its
employees, fostering a diverse, collegial and entrepreneurial
culture underpinned by teamwork, commitment, continuous
professional development and maximization of value for all
* In a survey conducted in April, 2020, approximately 93% of
employees said they would recommend Allegro as a great place to
work; 91% considered Allegro an inclusive workplace; and 90%
believe Allegro has open communications. The Group has achieved a
78% engagement index in 2020, higher than the 73% average for
technology companies with over 1,000 employees globally.
* Allegro has more than 2,400 employees. It enjoys access to a rich
market for technology talent in Poland and has one of the largest
tech development team in Poland with more than 850 employees in
engineering roles working from five tech hubs across the country.
Allegro's strategy is to offer buyers and merchants continuously
improving, unparalleled value. The Group will seek to achieve this
through a combination of a focus on "retail basics" relating to its
platform in Poland, supported by complementary strategic initiatives
and potentially supplemented by international expansion. These
* Enhanced buyer and merchant experience: The Group continues to
develop and invest in the buyer and merchant experience and is
focusing on a number of initiatives, including further automating
and optimizing key merchant processes, advancing search,
and sales conversion, improving engagement with mobile web and
users, expanding product assortment breadth with a focus on
bringing more Polish and international merchants onto the
platform, improving price competitiveness, enhancing SMART! and
improving delivery experience for buyers .
* Further expansion of SMART! and delivery services: As of June 30,
2020, only 17% of active buyers had SMART! subscriptions, which
leaves significant room for further growth. Allegro aims to
continue building on its successes in delivery experience, by
increasing the proportion of one/two-day delivery share with a
particular focus on next day delivery, further growing the
of out-of-home lockers and pick-up/drop-off points, expanding
innovative delivery services, including scaling up of same day
deliveries, and the introduction of "ultra-fast" or "instant"
deliveries. These initiatives will be supported by the launch of
Allegro Fulfilment, which will be used as a supplementary tool in
select cases, such as for international sellers and other
merchants, in an effort to improve delivery time and ensure
delivery promise accuracy.
* Further expansion of advertising and price comparison: Allegro
believes there is significant potential to increase advertising
revenue through further monetization of its broad reach,
improvements in ad technology and favorable online advertising
market trends. The Group believes it is well positioned to
a large share in digital advertising via scalable, automated and
AI-driven advertising solutions leveraging the Group's traffic
data. The Group also benefits from operating Ceneo, which is the
top price comparison platform in Poland, resulting in increased
traffic directed to the Group's e-commerce marketplace, and
provides an expanded advertising reach.
* Raising ambition in FinTech: The Group has built a successful
financial services business using a third-party model over the
years. The Group, however, believes there is significant
in integrating its financial services with its core platform to
better address the market opportunity in Poland, estimated to be
approximately PLN 300 billion across consumer credit and SME
lending. The Group recently launched Allegro Pay, Allegro's
FinTech offering, with beta-testing expected to continue until
end of 2020.
* Broadening platform and geographic expansion: The Group believes
there are various opportunities to strengthen its current
footprint into certain related opportunities which include B2B,
international inbound sellers, as well as adjacent verticals in
which Allegro is not currently active or runs subscale
or through expanding value chain solutions such as logistics. The
Group also has the ambition to grow outside of Poland in the
There has been no significant change in the financial or trading
position of the Group since June 30, 2020. However, the Group has
continued to note strong GMV growth of 48% and 51% in July and
August, respectively, based on the Group's internal management
accounts. Factors include continued strong additional demand
associated with increased e-commerce penetration resulting from
changed buyer behavior following the COVID-19 pandemic lockdown.
Should the Group proceed with the IPO, it is expected to have the
* The Offering is expected to comprise a primary component with
approximately PLN 1.0 billion of expected gross proceeds to the
Group, as well a secondary component by existing shareholders,
including the Group's private equity owners and certain directors
and members of management.
* The Group intends to use the expected net proceeds of the issue
new Shares, together with borrowings under a new credit facility
to repay its outstanding debt in order to improve its net
* It is the intention of the Group and its shareholders to create a
meaningful free float in the Shares on Admission.
* An application is expected to made for the Admission to trading
the regulated (main) market of the Warsaw Stock Exchange.
* The Offering consists of (i) a public offering in the territory
Poland (the "Polish Public Offering"), including (a) a retail
offering and (b) an institutional offering; (ii) the offering in
the United States to certain 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 (iii) an offering to
certain other institutional investors outside of the United
and Poland in accordance with Regulation S under the U.S.
Securities Act. The Polish Public Offering is being conducted
exclusively within the territory of Poland.
* The Group and the selling shareholders intend to allocate up to
of the final number of the Offer Shares in aggregate to the
* All employees who are employed by the Group as at the listing
date, and who do not hold any Shares pursuant to historic
investment arrangements, will receive a one-off Share award with
value of PLN 10,000 (USD 2,570), vesting 360 days after the
* Corporate governance and other board-related matters will be
described in the prospectus, when published. A list of proposed
board members is included at the bottom of this announcement.
* Additionally, the Group has entered into a commitment letter with
lenders for a new PLN 5.5 billion five-year senior secured term
loan and a PLN 500.0 million (equivalent) multi-currency
credit facility that will be used to refinance all of the Group's
indebtedness under its existing credit facility.
The Group has engaged Goldman Sachs International and Morgan Stanley
& Co. International plc, as global coordinators and joint
bookrunners; Barclays Bank PLC, BofA Securities Europe SA, Citigroup
Global Markets Limited and Dom Maklerski Banku Handlowego S.A., as
joint bookrunners; Santander Bank Polska S.A and BM PKO BP as joint
bookrunners and co-offering agents in Poland in connection with its
offer to retail investors; and Bank Polska Kasa Opieki Spólka
Akcyjna, Crédit Agricole Corporate and Investment Bank, Erste Group
Bank AG, Pekao Investment Banking S.A. and Raiffeisen Centrobank AG,
as co-lead managers, in the event the IPO proceeds.
Lazard & Co., Limited ("Lazard") is acting as Financial Adviser to
The Issuer will be submitting a prospectus to the Luxembourg
Financial Supervisory Authority (Commission de Surveillance du
Secteur Financier) ("CSSF"). The prospectus has been prepared in
accordance with the Prospectus Regulation and the Luxembourg
Prospectus Law, as well as with the Act on Public Offering and other
applicable legislation governing the public offering of securities in
Poland. When the Prospectus is approved by the CSSF it will be
published on the Luxembourg Stock Exchange's website (www.bourse.lu),
and once its approval has been notified by the CSSF to the Polish
Financial Supervision Authority (Komisja Nadzoru Finansowego), it
(together with its summary translated into Polish) will be published
on the Issuer's website, for information purposes, and the
co-offering agents' websites.
For additional information, please contact:
Media: FTI Consulting (London)Edward Bridges, Matt Dixon, Adam
Davidson, Mike Coombes
+44 (0)20 3727 1017 | firstname.lastname@example.org
NBS Communications (Warsaw)Anna Krajewska, Piotr Wojtaszek, Krzysztof
+48 22 826 74 18 | email@example.com
AllegroPawel 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
+44 (0)20 7187 2000
Year ended December 31, Six
months ended June Twelve months
2017 2018 2019 2019
Active Buyers 9.3 10.4 11.4 10.9
LTM GMV per Active 1,711 1,741 1,985 1,856
GMV (PLN in 15,966.7 18,185.4 22,801.4 10,361.6
Take Rate (%) (4) 8.0 8.9 9.3 9.3
Adj. EBITDA (PLN in 952.8 1,114.8 1,338.1 631.4
Adj. EBITDA / Net 57.3 56.4 51.6 54.1
Adj. EBITDA / GMV 6.0 6.1 5.9 6.1
(1) "Active Buyers" represents, as of the end of a period, each
unique email address connected with a buyer that has made a purchase
on Allegro.pl (excluding eBilet) in the preceding twelve months.
(2) "LTM GMV per Active Buyer" represents GMV for the preceding
twelve months as of the end of a period (excluding eBilet's tickets
sales) divided by the number of active buyers at the end of such
(3) "GMV" means gross merchandise value, which represents the total
gross value of goods and tickets sold on the platforms allegro.pl,
allegrolokalnie.pl and ebilet.pl (including value added taxes).
(4) "Take Rate" represents the ratio of marketplace revenue divided
by GMV after deducting the GMV generated by 1P retail sales (grossed
up for VAT).
(5)"Adjusted EBITDA" represents operating profit before amortization
and depreciation further adjusted to exclude transaction costs,
monitoring costs, market strategy preparation costs, employee
restructuring costs, regulatory proceeding costs, group restructuring
costs, donations to various public benefit organizations, bonuses for
employees and funds spent on sanitary protection of employees and
management investment opportunities.
Board of Directors
The following individuals would be the directors of the board of
Allegro as of the listing date.
Darren Huston is the Chairman of the Issuer. Mr. Huston joined the
Group as Executive Chairman in January 2017 and was first appointed
as a member of the Issuer's Board on May 12, 2017. Previously, Mr.
Huston was CEO of Booking.com and Group CEO of the Priceline Group
and he has also held various roles with Microsoft (including as CEO
of Microsoft Japan), Starbucks and McKinsey & Company. Mr. Huston is
also the CEO and Founder of BlackPines Capital Partners. Mr. Huston
has over 25 years of managerial and leadership experience. He holds
an MBA degree from Harvard University and an MA in Economics from the
University of British Columbia.
François Nuyts is the CEO of the Group. Mr. Nuyts joined the Group as
CEO in August 2018 and was appointed as a member of the Issuer's
Board on September 1, 2020. Mr. Nuyts is also a member of the
management board of Allegro and a member of the management board of
Ceneo. Previously, Mr. Nuyts held various management roles with
Amazon across Western Europe (England, France, Spain and Italy) where
he was a part of its rapid expansion. Mr. Nuyts has over 20 years of
experience in management and strategy consulting, including roles
with Accenture and Kellogg's. Mr. Nuyts holds an MBA degree from
Babson College MA.
Jon Eastick is the CFO of the Group. Mr. Eastick joined the Group as
CFO in February 2018 and was appointed as a member of the Issuer's
Board on September 1, 2020. Mr. Eastick is also a member of the
management board of Allegro and a member of the management board of
Ceneo. Previously, he was a director at Ernst & Young. Mr. Eastick
has over 25 years of experience in finance and management including,
over 16 years of experience in CFO roles at Netia, Polska Telefonia
Cyfrowa and Lucent Technologies Poland. Mr. Eastick holds a Bachelor
of Science in International Trade and Development Economics from
London School of Economics and Political Science and is a British
David Barker led Cinven's investment in Allegro and has been a member
of the boards of the Allegro and Ceneo operating companies since
2017. He was appointed a member of the Issuer's Board on September 1,
2020. Mr. Barker joined Cinven in 1996 and is a partner and a member
of the Investment Committee at Cinven. He has been involved in many
of Cinven's technology, media and telecom investments. Mr. Barker
holds a BA degree from Cambridge University.
Richard Sanders led Permira's investment in Allegro and has been a
member of the boards of the Allegro and Ceneo operating companies
since 2017. He was appointed a member of the Issuer's Board on
September 1, 2020. Mr. Sanders joined Permira in 1999 and is a
partner and a member of the Investment Committee. At Permira, Mr.
Sanders is the Co-Head of Technology and has extensive experience in
the sector. Mr. Sanders holds an MA degree from Oxford University and
an MBA degree from Stanford University.
Pawel Padusinski led Mid Europa Partners' investment in Allegro and
has been a member of the boards of the Allegro and Ceneo operating
companies since 2017. He was appointed a member of the Issuer's Board
on September 1, 2020. Mr. Padusinski is a partner and the head of the
Warsaw office at Mid Europa Partners where he has worked since 2005.
Prior to joining Mid Europa Partners, Mr. Padusinski worked in the
corporate finance department at PricewaterhouseCoopers LLP in Warsaw.
Mr. Padusinski holds an M.Sc. in Finance & Banking and Strategic
Management from the Warsaw School of Economics.
Nancy Cruickshank was appointed a member of the Issuer's Board on
September 1, 2020. Ms. Cruickshank is currently SVP Chief Digital
Officer at Carlsberg, having held a NED position with the company for
18 months prior to joining the executive team. Ms. Cruickshank is
also on the board of Bango Plc, OnMobile Global Ltd. and Flutter
Entertainment Plc. After a six-year term, Ms. Cruickshank will step
down from the OnMobile board by the end of 2020 by mutual agreement
with that board's chairman. Previously, she was CEO & Founder of
MyShowcase, a fresh and contemporary beauty retailer enabled by smart
technology. Ms. Cruickshank has worked in the digital industry for
almost 20 years, including launching Conde Nast online in 1996,
overseeing Telegraph Media Group's digital business and developing
the fashion and beauty market leader, Handbag.com between 2001-2006,
leading to a successful sale to Hearst Corporation in 2006. Ms.
Cruickshank holds a Bachelor of History from the University of Leeds.
Carla Smits-Nusteling was appointed a member of the Issuer's Board on
September 1, 2020. Ms. Smits-Nusteling is currently Chairwoman of the
Board of Tele2 AB, Non-Executive Director and Audit Chair of Nokia
Corporation, Non-Executive Director and Audit Chair of ASML and lay
judge of the Enterprise Court of the Amsterdam Court of Appeal. Ms.
Smits-Nusteling will step down from the ASML board on April 29, 2021
when her second term expires and on November 20, 2020, she will join
the Board of Stichting Continuiteit Ahold Delhaize, a foundation
organized under the laws of the Netherlands to safeguard the
interests of Koninklijke Ahold Delhaize N.V. Previously, Ms.
Smits-Nusteling was CFO and member of the Board of Management of
Royal KPN N.V. and she held several finance and business related
positions at Royal KPN N.V. and PostNL. Ms. Smits-Nusteling holds a
Master's degree in Business Economics from the Erasmus University of
Rotterdam and an Executive Master of Finance and Control degree from
the VU University of Amsterdam.
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
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
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 "U.S. 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 final Prospectus to be issued 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
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 Oszcz?dnosci Bank Polski S.A. Oddzial - Biuro
Maklerskie w Warszawie, Santander Bank Polska S.A. - Santander Biuro
Maklerski, Bank Polska Kasa Opieki Spólka Akcyjna, 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 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 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, once published, 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, a 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. 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
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 zloty amounts
into U.S. dollars has been presented in this announcement. The
average exchange rate for the U.S. dollar convenience translations is
PLN 3.9806 per USD 1.00, which was the National Bank of Poland
exchange rate per U.S. dollar as of June 30, 2020. Such translations
should not be viewed as a representation that such zloty amounts
actually represent such U.S. dollar amounts, or could be or could
have been converted into U.S. dollars at the rate indicated or at any
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
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
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
 Source: SimilarWeb
 Source: OC&C
 Sources: OC&C, Euromonitor, OECD
 Exchange calculated at PLN 3.9806 per USD 1.00, as of June 30,
Logo - https://mma.prnewswire.com/media/1273125/Allegro_Logo.jpg
Digital press kit: http://www.ots.at/pressemappe/PR148249/aom
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