- The largest ever non-privatisation IPO of a Polish company
- One of the top 5 Polish IPOs ever[1]
- The largest IPO in the telecommunications sector in Europe since June 2015
PLAY Communications S.A. (the “Company”), 100% owner of mobile operator P4 sp. z o.o. (branded as PLAY; “PLAY”), one of Europe’s fastest growing telecom companies, today announces the pricing of its initial public offering (the “IPO” or the “Offering”) at PLN 36 per share (the “Offer Price”).
Commenting on today’s announcement, Jørgen Bang-Jensen, Chief Executive Officer of PLAY, said:
“Poland proves to be a great country to build a business from greenfield to a company servicing millions of customers. With Play listing on the WSE we continue our commitment to provide outstanding service for our customers and deliver attractive returns to our investors.”
Summary of the Offering
- The Offer Price has been set at PLN 36 per share
- The Offer Price for Authorised Employees has been set at PLN 30.6 per share
- The final price for the Offer Shares is identical for Retail Investors and Institutional Investors
- It was also determined that the Offering will include a maximum number of shares, i.e. 121,572,621 existing ordinary shares of PLAY Communications S.A., a Luxembourg incorporated company, held by Play Holdings 1 S.à r.l. (the “Selling Shareholder”), a company ultimately owned and controlled by Tollerton Investments Limited and Telco Holdings S.à r.l., including 11,052,056 over-allotment shares (“Offer Shares”)
- The total value of the Offering will amount to PLN 4.4 billion (approximately EUR 1.0[2] billion) if there are no stabilisation transactions and over-allotment option is exercised in full and PLN 4.0 billion (approximately EUR 0.9 billion) excluding the over-allotment option
- At the Offer Price, the implied market capitalisation of the Company will be PLN 9.1 billion (approximately EUR 2.2 billion)[3]
- The final number of Offer Shares offered to Retail Investors and Authorized Employees has been set to 6,137,616 (ca. 5.0% of the Offer Shares); this includes 5,980,249 Offer Shares (ca. 4.9% of the Offer Shares) offered to Retail Investors and 157,367 Offer Shares (ca. 0.1% of the Offer Shares) offered to Authorized Employees; the remaining 115,435,005 Offer Shares have been offered to Institutional Investors (ca. 95.0% of the Offer Shares)
- Demand from Retail and Authorised Employees amounted to ca. 18 mln shares, resulting in overall ca. 193% oversubscription; specific oversubscription and reduction rates for orders submitted in the First and Second Subscription Periods will be communicated following Warsaw Stock Exchange settlement session on or about July 19, 2017
- The management board of PLAY is subscribing for 3,167,438 new shares at the Offer Price of PLN 36 per share and 538,325 shares are issued to 84 managers and key employees on or about the first listing date (the “New Shares”) in relation to incentive programs. In addition, 222,222 new shares will be authorized and available for issuance under future incentive programs dedicated to new managers and key employees joining PLAY or to add new participants or increase the value of the existing incentive programs dedicated to the managers and key employees
- Following completion of the Offering and assuming full exercise of the over-allotment option and issuance of New Shares, the free float will be approximately 47.9% of the Company’s share capital. The Selling Shareholder have granted the Global Coordinators an over-allotment option to acquire an additional 11,052,056 million existing ordinary shares at the Offer Price, exercisable for a period up to 30 days from 27 July, 2017
- The first day of listing and trading of the Company’s existing ordinary shares on the Warsaw Stock Exchange (“WSE”) is expected to be on 27 July 2017 (the “Listing Date”)
- The Company and the Selling Shareholder have agreed to customary lock-up arrangements not to sell any shares in the Company until 180 days after the Listing Date. The New Shares issued to the management board of PLAY, managers and key employees will also be subject to up to a 3- year lock up[4]; Offer Shares allocated to Authorised Employees will also be subject to up to a 1- year lock up
- P. Morgan, BofA Merrill Lynch and UBS Investment Bank are acting as Joint Global Coordinators and Joint Bookrunners for the Offering. Bank Zachodni WBK S.A. and PKO BP Securities are acting as Joint Bookrunners and Co-Offering Agents
[1] Includes IPOs of companies with business based primarily in Poland
[2] All PLN/EUR conversions are based on the National Bank of Poland PLN/EUR middle exchange rate of 4,2345 as of 13 July 2017
[3] Including New Shares
[4] With the following schedule: 100% locked until the 1st IPO anniversary, 80% locked until the 2nd IPO anniversary and 40% locked until the 3rd IPO anniversary
