ROBYG S.A. (“ROBYG”, the “Company”, and together with its subsidiaries the “Group” or the “ROBYG Group”), one of the largest residential developers in Poland with 26 years of market presence, today announces its intention to conduct an initial public offering of shares (the “IPO”, or the “Offering”). ROBYG intends to apply for the admission of the Company’s existing and newly issued shares to trading on the regulated market of the Warsaw Stock Exchange.
Key information about the Offering
The planned Offering is expected to comprise the sale of a portion of existing shares held by the Company’s shareholder, TAG Beteiligungs- und Immobilienverwaltungs GmbH (the “Selling Shareholder”), a wholly owned subsidiary of TAG Immobilien AG, which directly holds 96,467,066 shares representing 100% of the Company’s share capital. As part of the Offering, the Company also intends to offer newly issued shares. Following the IPO, TAG Beteiligungs- und Immobilienverwaltungs GmbH will continue to be the majority shareholder of ROBYG.
ROBYG anticipates the gross proceeds from the issue of new shares to amount to approximately PLN 400 million and to be allocated to further development, in particular the expansion of the land bank.
The Offering is planned to be directed to retail and institutional investors in Poland as well to selected international institutional investors outside the United States of America and Poland, in each case in accordance with Regulation S under the U.S. Securities Act (the “U.S. Securities Act”), and to qualified institutional buyers (QIBs) in the United States in reliance on Rule 144A.
The intention of the Company, the Selling Shareholder and the Joint Global Coordinators is that up to 10% of the total number of shares ultimately offered in the Offering be allocated to the retail investors.
The Selling Shareholder will undertake not to offer or sell the Company’s shares, subject to customary exceptions, for a period of two years from the date of the first listing of the Company’s shares (lock-up). The Company will undertake to do so for a period of 365 days from the date of the first listing of the Company’s shares.
In parallel with the Offering, the Company will issue 2,411,677 ordinary registered Series C shares, which will be offered to selected key managers of the Group, members of the Company’s management board, and the chairman of the Company’s supervisory board. The submission of the offer to subscribe for Series C Shares to eligible persons will be contingent upon the completion of the Offering and will take place no earlier than the pricing date. The number of Series C Shares allocated for subscription by each eligible person will be determined individually. Assuming all Series C Shares are subscribed for, the total value of payments made by eligible persons will amount to approximately PLN 80 million, which funds will be allocated by the Company toward the same purposes as the proceeds received by the Company from the Offering. It is intended that selected key managers of the Group, the members of the Company’s management board and the chairman of the Company’s supervisory board who will subscribe for series C shares will undertake not to offer or sell these shares for a period of 18 months following the first listing of the Company’s shares (lock-up).
Erste Group Bank AG, Goldman Sachs Bank Europe SE and mBank S.A. act as Joint Global Coordinators and Joint Bookrunners. WOOD & Company Financial Services, a.s. Spółka Akcyjna, Oddział w Polsce act as Joint Bookrunner.
mBank S.A. acts in addition as investment firm and Erste Securities Polska S.A. acts as a co-offering agent in the Offering. Baader Bank Aktiengesellschaft acts as co-lead Manager and mInvestment Banking S.A. acts as financial advisor.
VICTORIAPARTNERS GmbH acts as IPO advisor.
The detailed terms and conditions of the Offering will be presented in the Prospectus, which will be published in accordance with applicable laws following its approval by the Polish Financial Supervision Authority.
“For 26 years, ROBYG has consistently built its position in the Polish real-estate market, developing residential projects in the largest urban agglomerations and responding to the real needs of customers. During this time, we have contracted around 38 thousand units. Today we are one of the largest residential developers in Poland, with a strong brand, an experienced project-delivery model and strategy focused on growth. We are not resting on our previous achievements. We have ambitious yet realistic plans for further growth and we believe we have a solid foundation for delivering them. In 2024 and 2025, the ROBYG Group undertook substantial investments, acquiring land with a total gross value of approximately PLN 1.6 billion. This figure includes approximately PLN 300 million of land acquired by ROBYG for subsequent sale to Vantage, and as of Q1 2026, ROBYG’s land bank supports the development of 17,824 units[1] already reflecting planned land transactions between ROBYG and Vantage. At the same time, we continue to expand our land holdings in attractive locations, primarily in Warsaw and Tri-City. The planned IPO aims to support further scaling of our operations, strengthen the Group’s position in the Polish residential market and continue to deliver high-quality apartments to customers in well-designed, functional and attractively located areas” said Eyal Keltsh, President of the Management Board of ROBYG.
– “Over the years, ROBYG has built solid foundations for further growth: a recognizable brand, a broad project portfolio and a business model whose effectiveness has been evidenced in both sales volumes and financial performance. The vast majority of ROBYG units are sold during the construction stage, and the fact that a large group of customers buys additional apartments from ROBYG reflects the trust the ROBYG brand enjoys: approximately 22% of pre-sales in 2025 and approximately 14% of pre-sales in the first quarter of 2026 were concluded with customers who had previously purchased at least one property from ROBYG. Further, approximately 15% of pre-sales in 2025 and approximately 11% of pre-sales in the first quarter of 2026 were referral purchases. Together, we believe that the demand for our projects, the accuracy of our product offer and the efficiency of our sales process, demonstrates that the position of a leading developer is built on quality, credibility and long-term customer relationships,” said Oscar Kazanelson, Chairman of the Supervisory Board of ROBYG.
Key information about ROBYG:
- ROBYG is one of the leading residential developers in Poland, with 26 years of experience in delivering multi-family residential projects. The scale of operations, a well-known brand, and experience gained across various market cycles form the foundation of the Group’s stable market position.
- ROBYG operates across all price segments – from affordably priced units to premium developments – yet strategically focuses on the middle segment, where demand remains the strongest. The Company also offers attractive smart-home solutions, highly rated by customers, which we believe translates into strong buyer loyalty.
- The ROBYG Group operates on the basis of an integrated business model, combining development and construction competencies. This approach allows the Group to efficiently manage the entire investment delivery process, help support cost discipline, and enables the generation of recurring revenue from construction services.
- ROBYG consistently expands its land bank, focusing on well-located plots with high sales potential. A disciplined acquisition policy and the ability to secure development sites at an early stage could protect the future project portfolio and support the Group’s long-term growth. As at the end of March 2026, ROBYG’s land bank enables the development of 17,824 units (including land held by the Group’s joint ventures and assuming the planned land sales and purchases between the ROBYG Group and the Vantage Group were carried out) or 19,322 (including land held by the Group’s joint ventures, excluding the planned land sales and purchases between the ROBYG Group and the Vantage Group were carried out).
- ROBYG’s portfolio is concentrated in the largest and most dynamically growing cities in Poland, namely Warsaw, the Tri-City, Poznań, Wrocław, Łódź and Kraków which we believe strengthens the resilience of the business model to changes in the economic cycle. ROBYG has approximately 50%[2] of its land bank in Warsaw, where customer interest and sales prices have been systematically increasing in recent years.
- ROBYG’s strong financial profile results from a profitable business model and a stable capital structure. The Group generates high gross margins from its development activity and maintains a conservative leverage level with the average annual Net Debt to Equity Ratio over the last three years stood at 8%.[3]
- ROBYG benefits from the support of TAG as a strategic supportive partner, which contributes experience in value creation, management and organizational development. TAG’s ownership and support has strengthened the Group’s strategic backbone and may assist in its ability to further scale the business.
- ROBYG’s growth is driven by an experienced management team. The competencies of the management staff, consistency in executing the strategy, and an approach based on the three ESG pillars assist in supporting the long-term, responsible development of the Group.
Key competitive advantages of ROBYG:
- Land bank and potential for further scaling
ROBYG’s land bank is among the largest among Polish residential developers, in terms of the number of units that can be delivered. ROBYG consistently expands its land bank, which, as at 31 March 2026, enables the delivery of 17,824 units (including land held by the Group’s joint ventures and assuming the planned land sales and purchases between the ROBYG Group and the Vantage Group were carried out) located in attractive urban areas, mainly in Warsaw and the Tri-City. The Company believes that the current land bank corresponds to ROBYG’s requirements for the delivery of planned projects over approximately the next four years. An important advantage of the land portfolio is its geographic structure. Around 50% of the land bank is concentrated in Warsaw, the largest and most resilient residential market in Poland, which simultaneously is characterized by the fastest price growth. ROBYG’s land bank is also distinguished its locations and the scale of the plots held, as the Group focuses on acquiring prospective sites with good transport potential and significant residential development possibilities, often allowing the delivery of large, multi-stage projects. In total, almost 80% of the Group’s land bank either has building permits or is in the process of preparing for, or obtaining, such permits, which could strengthen the predictability of the investment pipeline, limits execution risk and provides a solid basis for further scaling of operations.
- Business Model
The Group operates an integrated “one-stop shop” development model. ROBYG conducts its business on the basis of a vertically integrated development model covering the entire process of delivering residential projects – from the identification and acquisition of land, through planning, design, marketing and pre-sales, to project management, construction and post-sales customer service.
The Group believes that combining development, design, sales and construction competencies within a single organization, allows for the Group to better control costs, schedules and the quality of execution, and to manage capital efficiently. Thanks to its in-house general-contracting competencies, an experienced sales team and a comprehensive post-sales service, ROBYG can effectively manage the entire residential investment life cycle and build long-term relationships with customers. This can be evidenced by ROBYG’s share of returning customers (approximately 22% of pre-sales in 2025 and approximately 14% of pre-sales in the first quarter of 2026 were made to customers who had previously purchased at least one property from the ROBYG Group), together with a significant share of referral-based purchases (approximately 15% of pre-sales in 2025 and approximately 11% of pre-sales in the first quarter of 2026 were referral purchases).
- General contracting services as an additional source of growth
The core development business is complemented by general contracting services provided to the Vantage Group, which constitute an additional, recurring source of revenue. Vantage, same as the ROBYG Group, is a member of the wider TAG Immobilien Group. Vantage is primarily engaged in delivering projects for the institutional rental market (PRS) and subsequent management of residential rentals in such projects. ROBYG’s partnership with Vantage represents a complementary area of activity, generating additional revenue for ROBYG. It consists mainly of the provision of general contracting services, including the fit-out of completed rental units. The model is based on a cost-plus-markup settlement formula, which aims to both limit the risk on ROBYG’s side and allows it to make effective use of its execution competencies without excessively burdening its own construction capacities. An important element of this model is also the predictability of volumes in the medium term, resulting from the framework agreement between ROBYG and Vantage under which ROBYG is to start the construction of approximately 2,000 rental units for Vantage in 2026 and 1,500 units per year in subsequent years.
Transparent cooperation model between ROBYG and Vantage aims to strengthen the Group’s growth potential and makes it possible to realize synergies with Vantage, including joint land acquisition and the optimization of back-office function costs.
Diversified project portfolio, with a focus on the middle segment
ROBYG has a diversified project portfolio comprising three key residential categories: the affordable, middle and premium segments, which allows the Group to respond to a wide range of customer needs and flexibly adjust its offer to changing market conditions. The Group’s offer is focused primarily on the middle segment, complemented by the affordable segment as the main driver of sales scale, while the premium segment, due to its higher margins, supports the profitability of the business. In the medium term, the Group assumes the achievement of a target sales mix of approximately 20% units in the affordable category, 60% in the middle category, and 20% in the premium category (this structure also reflects the current structure of the Group’s land bank). The aim of such portfolio positioning is to increase the resilience of sales across different phases of the economic cycle and allows the Group to benefit both from demand generated by end-buyers and from investment-driven purchases. As at the 31 March 2026, the Group’s portfolio of projects under construction, including joint-venture projects, comprised 5,795 units with a total usable area of approximately 280,890 sqm, delivered across 39 project stages in 5 urban agglomerations, which highlight the scale of current operations and provides the Group with a pipeline of projects to complete in the coming years. At the same time, as at 31 March this year, the number of units available for sale in the Group’s offering totaled 1,847.
Long-term demand outlook for new units
According to JLL[4], the Polish residential market remains well positioned for further growth, supported by both a favorable macroeconomic environment and structural shortages of housing supply. Poland maintains solid economic prospects. The European Commission forecasts that GDP growth is forecast at 3.5% in 2026 and 2.8% in 2027, with inflation expected at 3.6% and 2.9%, respectively. The market is additionally supported by rising wages, with average growth of 8.1% in 2025, as well as positive consumption and investment dynamics. The gradual improvement in financing conditions also remains an important demand factor, with the NBP reference rate at 3.75%.
At the same time, Poland continues to face a marked housing deficit. The overcrowding rate is 30.9%, around twice the EU average of 16.9%, indicating significant room for further development of new housing supply. The market’s potential is also reinforced by the relatively low level of urbanization, which in Poland stands at 58.1% compared with the EU average of 74.0%, implying scope for further convergence with more developed European markets. Poland also has one of the highest home-ownership rates in Europe – 87.2% of the housing stock is owner-occupied, against the EU average of 68.5%. Strong attachment to home ownership, insufficient housing stock, average age and condition of the apartments and ongoing urbanization create solid foundations for long-term demand for new units, particularly in the largest and most liquid agglomerations. Strong attachment to home ownership, ongoing urbanization and insufficient housing supply create solid foundations for long-term demand for new units, particularly in the largest and most liquid agglomerations. The scale of this potential is further evidenced by the fact that Poland has only 426 dwellings per 1,000 inhabitants, compared with 514 in the EU, while approximately 44% of the existing housing stock originates from the communist era (JLL Market Report, 2026). This indicates not only a quantitative shortage of housing, but also a qualitative need for modern, more functional and energy-efficient residential units that meet current market standards.
ROBYG’s growth strategy
ROBYG’s growth strategy assumes a further increase in the scale of operations through the efficient use and systematic expansion of the land bank, as well as a gradual increase in pre-sales – in the first stage to a level of approximately 2,800 – 3,000 in the short-term (2026e), 3,800–4,000 units in the near-term, and an annual medium-term pre-sales target of c. 4,500-5,000 thereafter.
The ROBYG Group is focused on strengthening its position in its existing markets in Warsaw, the Tri-City, Wrocław, Poznań and Łódź, as well as launching its first residential projects in Kraków. ROBYG plans to acquire new plots in these locations also using the proceeds from the Offering. The Group believes that there is a particularly strong potential in the Warsaw market and in its expansion to Kraków, which it identifies as one of the most promising residential markets in Poland.
A key element of the strategy remains the “deep value developer” approach, consisting in the selective acquisition of land with underestimated potential, including large plots requiring planning, administrative or infrastructure work, complemented by smaller properties, which is intended to deliver attractive margins at a controlled level of risk.
The Group’s development is also intended to be supported by flexible management of project schedules, enabling projects to be launched at the optimal market moment, and by a three-segment product offer comprising affordable, middle segment and premium units.
The strategy is potentially complemented by the implementation of innovative and sustainable technological solutions, including improving the energy efficiency of buildings and the long-term pursuit of emission neutrality by 2050.
Dividend
The Management Board intends to recommend dividend payments to shareholders, starting with the dividend from the profit for the financial year ended 31 December 2026 (payable in 2027). The Management Board intends to recommend to the General Meeting the payment of dividends in an amount of at least 70% of the Group’s consolidated net profit attributable to the shareholders of the parent. Notwithstanding the dividend policy indicated above, the Management Board intends to recommend to the General Meeting that the dividend for the year ended 31 December 2026 (payable in 2027) be no less than PLN 300 million.
ESG activities
The ROBYG Group takes environmental, social, and corporate governance matters into account in its operating activities and management processes. These activities are based on the ESG strategy, approved in 2021 and updated in 2024 for the years 2024–2028, which sets out targets, indicators and organizational responsibility in three areas: environment, social responsibility and corporate governance. The Group has been reporting on sustainability activities on a voluntary basis since 2021, and in 2025 it prepared a report for the entire TAG Group in accordance with the ESRS standards, covering data for 2024 and 2025 and verified by an independent auditor.
Financial results
“Last year was a period of consistent operational delivery of residential projects, improvement in cost – revenue efficiency and further strengthening of the Group’s financial results. We believe that the strong demand for our offer confirms the strength of our market position and the resilience of our business model. The level of EBIT generated in 2025 reflected consistent project execution, cost discipline, and a selective approach to new investments. Our priority remains to maintain a strong balance sheet, stable financing, and flexibility in investment decision-making. We believe that the Company’s current condition provides us with a solid basis for continuing our strategic directions of development, including increasing the scale of sales, launching new projects, maintaining satisfactory margins and continuing to manage a diversified land bank,” says Marta Hejak, CFO and Vice-President of the Management Board of ROBYG.
| Consolidated financial data of the ROBYG Group (selected data)* | Q1 2026 | Q1 2025 | 2025 | 2024 | 2023 |
| Sales revenue (in PLN thousand), including: | 316,070 | 171,902 | 1,546,114 | 1,301,353 | 1,813,037 |
| – sales of residential and commercial units | 203,800 | 99,725 | 1,100,345 | 1,116,457 | 1,735,823 |
| – general contracting services and other services provided to related parties | 108,895 | 68,566 | 405,104 | 166,513 | 15,798 |
| Gross profit on sales (in PLN thousand) |
69,223 | 35,830 | 378,471 | 325,962 | 462,220 |
| Profit on operating activities (in PLN thousand) |
45,164 | 18,295 | 410,974 | 286,843 | 466,776 |
| Gross profit (in PLN thousand) | 45,676 | 19,939 | 412,141 | 311,553 | 464,248 |
| Net profit (in PLN thousand) | 36,637 | 15,463 | 331,196 | 249,989 | 372,562 |
| Inventories | 2,586,567 | 2,466,365 | 1,797,756 | 1,855,534 | |
| Equity | 2,133,616 | 2,096,979 | 1,747,829 | 1,501,950 |
(*) Audited data for years 2025, 2024 and 2023 and unaudited data for 3 month-period ended 31 March 2026 and 2025.
| Alternative performance measures of the ROBYG Group (selected data) (1) | Q1 2026 | Q1 2025 | 2025 | 2024 | 2023 |
| Gross profit on sales of residential and commercial units (in PLN thousand) (2) | 64,534 | 32,140 | 345,600 | 301,896 | 421,107 |
| Gross profit margin on sales of residential and commercial units (%) (3) | 31.7 | 32.2 | 31.4 | 27.0 | 24.3 |
| Net profit margin (%) (4) | 11.6 | 9.0 | 21.4 | 19.2 | 20.5 |
| Adjusted gross profit on sales (in PLN thousand) (5) | 82,629 | 42,465 | 447,498 | 380,727 | 531,214 |
| Adjusted gross profit margin on sales (%) (6) | 26.1 | 24.7 | 28.9 | 29.3 | 29.3 |
| Adjusted gross profit on sales of residential and commercial units (in PLN thousand) (7) | 77,940 | 38,775 | 414,627 | 356,661 | 490,101 |
| Adjusted gross profit margin on sales of residential and commercial units (%) (8) | 38.2 | 38.9 | 37.7 | 31.9 | 28.2 |
| Net debt (9) | 529,678 | 461,391 | 221,516 | (151,152) |
(1) Unaudited data.
(2) The ROBYG Group defines and calculates gross profit from the sale of residential and commercial units as the difference between sales revenue from the sales of residential and commercial units and the cost of sales of these units.
(3) The ROBYG Group defines and calculates the gross profit margin on the sale of residential and commercial units (%) as the ratio of gross profit from the sale of residential and commercial units to the sales revenues from the sales of residential and commercial units.
(4) The ROBYG Group defines and calculates the net profit margin (%) for a given period as the ratio of net profit for that period to the sales revenue for the same reporting period.
(5) The ROBYG Group defines and calculates adjusted gross profit on sales as gross profit on sales for a given period, adjusted for capitalized financial costs and the revaluation of land properties recognized in the cost of goods sold for the same reporting period.
(6) The ROBYG Group defines and calculates the adjusted gross profit margin on sales (%) for a given period as the ratio of adjusted gross profit on sales for a given reporting period to the sales revenues for the same reporting period.
(7) The ROBYG Group defines and calculates gross profit from the sale of residential and commercial units as the difference between sales revenue from the sales of residential and commercial units and the cost of sales of these units.
(8) The ROBYG Group defines and calculates the adjusted gross profit margin on the sale of residential and commercial properties (%) as the ratio of the adjusted gross profit on the sale of residential and commercial properties to revenue from the sale of residential and commercial properties.
(9) The ROBYG Group defines and calculates net debt as total liabilities (including current and non-current portions) from interest-bearing loans, borrowings, bonds, vehicle leases, bills of exchange issued and guarantees granted less: (i) total liabilities (including current and non-current portions) from borrowings received from and bills of exchange issued to related parties and non-controlling shareholders; and (ii) cash and cash equivalents, including cash in open-ended individual escrow accounts up to 100% of their value and of cash in close-ended individual escrow accounts up to 50% of their value.
IMPORTANT INFORMATION.
The contents of this announcement have been prepared by and are the sole responsibility of the Company.
This announcement is not a prospectus for the purpose of the EU Regulation 2017/1129 (“Prospectus Regulation”). The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change. 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. This announcement and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this announcement should inform themselves about and observe any such restriction. Failure to comply with such restrictions may constitute a violation of securities laws of any such jurisdiction. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. Investors should not subscribe for or purchase any Shares or other securities referred to in this announcement except on the basis of information in the Prospectus which may be published by the Company in due course in connection with the Offering and Admission. The approval of the Prospectus by the Polish Financial Supervision Authority should not be construed as an endorsement of the securities offered or admitted to trading under the Prospectus. Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and benefits associated with the decision to invest in the securities referred to in the Prospectus. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published.
The Shares referred to herein may not be offered or sold in the United States unless registered under the U.S. 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 U.S. Securities Act. The offer and sale of Shares referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada, Japan or South Africa or to, of for the account or benefit of any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offering of the securities described herein in the United States, Australia, Canada, Japan or South Africa. Any Shares sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) or another transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act.
This announcement is only addressed to and directed at (i) persons in the Republic of Poland (“Poland”) who are natural persons (individuals), corporate entities (legal persons) and non-corporate entities other than individuals (an organisational unit without legal personality) (“Polish Retail Investors”) and Polish institutional investors (“Polish Institutional Investors”) and (ii) to persons in member states of the European Economic Area (“Member States”), other than Poland, who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investors”). In the United Kingdom, the announcement is being distributed only to, and is directed only at, qualified investors within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulation 2024 (“POATR”) that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Order”), (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) may lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this announcement relates is available only to Polish Retail Investors and Polish Institutional Investors in Poland, Qualified Investors in Member States, other than Poland, and Relevant Persons in the United Kingdom, and will only be engaged with such persons. Persons who are not Polish Retail Investors or Polish Institutional Investors (in Poland), Qualified Investors (in Member States other than Poland) or Relevant Persons (in the United Kingdom) should not act or rely on this announcement or any of its contents.
This announcement may contain forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. In addition, forward looking statements may be identified by the use of forward-looking terminology, including the terms “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could”, “is confident”, or in each case, their negative or other variations or words of similar meaning, or comparable terminology, or by discussions of strategy plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Undue reliance should not be placed on any such statements because they speak only as at the date of this document and reflect the Company’s current view with respect to future events. Forward-looking statements are, by their very nature, subject to known and unknown 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 and can be affected by other factors that could cause actual results, and the Company’s plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. Each of Erste Group Bank AG, Erste Securities Polska S.A., Goldman Sachs Bank Europe SE, mBank S.A. (together, the “Joint Global Coordinators”), WOOD & Company Financial Services, a.s. Spółka Akcyjna Oddział w Polsce (together with the Joint Global Coordinators “Joint Bookrunners”) and Baader Bank Aktiengesellschaft, (together with Joint Bookrunners, the “Banks”, and each a “Bank”) 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.
None of the Banks or any of their respective affiliates 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, 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 this announcement or its contents or otherwise arising in connection therewith.
Any acquisition of Shares in the proposed Offering should be made solely based on the information contained in the final Prospectus to be published by the Company in connection with the Offering. The information in this announcement is subject to change. The Offering timetable, including the date of Admission, may be influenced by things such as market conditions. There is no guarantee that the Offering and/or Admission will occur and you should not base your financial decisions on the Company’s and/or its selling shareholder intentions in relation to Offering and/or Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising 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.
The Banks are acting exclusively for the selling shareholder and 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 selling shareholder and 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, the Banks and any of their affiliates, may acquire a portion of the Shares comprised in the Offering as a principal position and in that capacity may retain, purchase, sell, 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, the Banks and any of their affiliates acting in such capacity. In addition, the Banks and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Banks and any of their affiliates may from time to time acquire, hold or dispose of shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. None of the Banks or any of 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, 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 this announcement or its contents or otherwise arising in connection therewith.
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 by reference into, and does not form part of, this announcement.
[1] i.e. as at 31 March 2026; including land held by the Group’s joint ventures and assuming the planned land sales and purchases between the ROBYG Group and the Vantage Group were carried out.
[2] 50% share of Warsaw in land bank refers to land bank of 17,824 units, after land transactions between ROBYG and Vantage.
[3] Net Debt to Equity Ratio calculated as the ratio of Net Debt and Total Equity. The ROBYG Group defines and calculates Net Debt as total liabilities (including current and non-current portions) from interest-bearing loans, borrowings, bonds, vehicle leases, bills of exchange issued and guarantees granted less: (i) total liabilities (including current and non-current portions) from borrowings received from and bills of exchange issued to related parties and non-controlling shareholders; and (ii) cash and cash equivalents, including cash in open-ended individual escrow accounts up to 100% of their value and of cash in close-ended individual escrow accounts up to 50% of their value.
[4] Refer to the JLL Report published on the Company’s website.
