NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO SOUTH AFRICA, CANADA, JAPAN OR THE UNITED STATES OR TO U.S. PERSONS
This communication is for promotional purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in the securities of PGE Polska Grupa Energetyczna S.A. The prospectus prepared in connection with the offering and admission of the Company''s shares to trading on the Warsaw Stock Exchange is the sole legally binding document containing information about the Company and the offering of its shares in Poland. The Company is authorized to carry out the Offering to the public in Poland as the Prospectus has been approved by the Polish Commission for Financial Supervision. For the purposes of the Offering in Poland and admission of the Company''s shares to trading on the Warsaw Stock Exchange, the Company will make the Prospectus available on the Company''s website www.pgesa.pl and on the Offeror''s website www.caib.pl.
PGE Polska Grupa Energetyczna S.A. (“PGE” or “PGE Group” or the “Company“), the largest power company in Poland and one of the largest in Central and Eastern Europe in terms of installed capacity and production volumes, today announced the pricing of its Initial Public Offering (the "Offer") at PLN 23.00 per ordinary share (the “Issue Price”). The Company also confirmed that the IPO has been set at the maximum size of size of 259,513,500 (the "Offer Shares") raising gross proceeds for the Offering of approximately PLN 6.0 billion.
The details of the Offering are as follows:
- Issue Price of PLN 23.00 per Offer Share
- A total of 259,513,500 Offer Shares have been offered which represents 15% of PGE''s enlarged share capital
- At the Issue Price, the total Offer is valued at PLN 6.0 billion (approximately Euro 1.4 billion), making it the largest IPO in Europe in 2009 to date and the second largest ever in Poland
- PGE''s market capitalisation at the Issue Price is PLN 39.8 billion (approximately Euro 9.5 billion), which will make it the second largest publicly listed Polish company based on current market capitalisations
- Total demand for the Offer Shares including, institutions and retail demand, amounted to approximately PLN 45.0 billion, subscribing the offering approximately 7.5 times at the top of the issue price range. The retail offering was subscribed 43 times resulting in an upsize of the retail tranche to 15% of the total offering and an approximate 96.5% reduction rate
- A total of 38,927,025 Offer Shares, or 15% of the total Offer Shares, have been allocated to Polish Retail investors, with the balance of 220,586,475 Offer Shares, or 85% of the total Offer Shares, allocated to Polish and international institutional investors
- PGE intends to use the proceeds of the Offer to fund an investment program to renew and expand PGE''s generating capacity and also to refinance the first and finance the second tranche of payments to buy-back shares in certain material subsidiaries from the State Treasury
- The institutional subscription period is to commence on 28 October 2009 until 30 October 2009. The final allotment of the Offer Shares will take place by 2 November 2009
- Listing and Trading of the Rights to Shares on the Warsaw Stock Exchange is expected to commence on 6 November 2009
Commenting on today''s announcement, Mr. Tomasz Zadroga, President of the Management Board, said:
“Today marks a landmark event for PGE and the broader Polish power generation sector.We are very appreciative of the support we have received from investors in the IPO and we look forward to working to maximise value for our shareholders in our new life as one of Poland''s largest listed companies”
PGE Polska Grupa Energetyczna Company Overview
The PGE Group is the largest power holding in Poland and one of the largest in Central and Eastern Europe in terms of installed capacity and production volumes.
The PGE Group is a vertically integrated enterprise with principal operations in five lines of business: (i) Mining and Generation, which consists of lignite mining and the generation of heat and power using conventional energy sources, (ii) Renewable Energy - generation of electricity from renewable energy sources, (iii) Wholesale Trading of electricity and related products, (iv) Distribution of electricity, and (v) Retail Sale of electricity. In addition to its five main lines of business, the PGE Group also operates in a number of other areas, including telecommunications. A material part of the PGE Group''s activity is conducted in regulated domains which require licenses, tariff approvals and a number of other administrative decisions and permits.
In 2008, the PGE Group''s consolidated sales revenues totalled PLN 20,598 million (or €5,857m), consolidated operating profit plus depreciation and amortization (EBITDA) was PLN 5,847 million (or €1,663m), while the consolidated gross and net profit (from the Group''s continuing business) amounted to PLN 3,170 million (or €901m) and PLN 2,670 million (or €759m), respectively. First half 2009 consolidated sales revenues totalled PLN 11,100 million (or €2,481m), consolidated operating profit plus depreciation and amortization (EBITDA) was PLN 4,208 million (or €940m), while the consolidated gross and net profit (from the Group''s continuing business) amounted to PLN 2,875 million (or €643m) and PLN 2,306 million (or €515m) respectively.
The total achievable electricity generation capacity of the PGE Group at the end of 2008 was approximately 12.4 GW, representing approximately 35% of the national achievable capacity. In 2008 the PGE Group generated in aggregate approximately 56 TWh net of electricity. In 2008, the total achievable heat generation capacity of the PGE Group amounted to approximately 4 GW.
The Offering
The offering and listing on the Warsaw Stock Exchange is subject to receipt of all necessary regulatory approvals, including the relevant registrations, approvals and/or notifications by the Polish Financial Supervision Authority, registration with the Polish National Depository for Securities and admission to trading on the main market of the Warsaw Stock Exchange.
The Offer has been addressed to institutional investors and retail investors in Poland. No securities of PGE''s have been, or will be, registered under the U.S. Securities Act of 1933, as amended, and securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. PGE does not intend to make a public offering of its securities in the United States.
The Offer is comprised of new ordinary shares, representing 15% of the increased share capital of the Company. Following the offering, the State Treasury''s shareholding will be reduced from 100% to 85%. The proceeds of the Offering will be ultimately used to fund an investment program to renew and expand PGE''s generating capacity and also to refinance the first and finance the second tranche of payments to buy-back shares in certain material subsidiaries from the State Treasury.
Goldman Sachs International and UniCredit are acting as Joint Global Coordinators, Joint Bookrunners and Lead Managers for this transaction. UniCredit CA IB Poland is the Offeror.
Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as ''expect'', ''believe'', ''anticipate'', ''estimate'', ''intend'', ''will'', ''could'', ''may'' or ''might'' or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including risks specifically related to the Company and its operations.
Neither this announcement nor any copy of it may be taken or transmitted in or into the United States, South Africa, Canada or Japan.This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase 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 the Offering and the distribution of this announcement and other information in connection with the listing and Offering in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities of the Company in the United States. Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933.The Company has not registered and does not intend to register any portion of the Offer in the United States or to conduct a public offering of any securities in the United States. Copies of this announcement are not being, and should not be, distributed or sent into the United Statesor to U.S. Persons.
This announcement is directed only at(i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order''") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons''"). Any investment activity to which this announcement relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement does not comprise a prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive") and does not contain or constitute or form part of any offer or invitation, or any solicitation of an offer, for securities and should not be relied on in connection with any contract or commitment whatsoever.A prospectus prepared pursuant to the Prospectus Directive is intended to be published, which will, when published, be available from the Company''s registered office. Investors should not subscribe for any shares in the Company referred to in this announcement except on the basis of the information in such prospectus.
This communication is for promotional purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in the securities of PGE Polska Grupa Energetyczna S.A (the "Company"). The prospectus (the “Prospectus”) prepared in connection with the offering and admission of the Company''s shares to trading on the Warsaw Stock Exchange is the sole legally binding document containing information about the Company and the offering of its shares in Poland (the "Offering"). The Company is authorized to carry out the Offering to the public in Poland as the Prospectus has been approved by the Polish Commission for Financial Supervision. For the purposes of the Offering in Poland and admission of the Company''s shares to trading on the Warsaw Stock Exchange, the Company will make the Prospectus available on the Company''s website www.pgesa.pl and on the Offeror''s website www.caib.pl.
Not for release, directly or indirectly, in or into the United States of America, Canada or Japan.
This document is exclusively of promotional character. No reliance may be placed for any purpose whatsoever on the information contained in this announcement, any verbal discussion thereof, and such information may not be complete or accurate.
If the Company carries out its intention to conduct a global offering and listings as set forth in this announcement, then any offering in Poland or listing on the Warsaw Stock Exchange will be made subject to and in accordance with applicable Polish law pursuant to a prospectus approved and published in accordance with applicable Polish law.
Goldman Sachs International and UniCredit CAIB Poland S.A. are acting for the Company and no one else in connection with the Offering, and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice in connection with the Offering.
Contacts:
Enquiries:
Goldman Sachs International
Richard
Cormack
Artur Tomala
Lyle Schwartz
Daniel
Martin
Tel: +44 20 7774 1000
or
UniCredit
Pawel
Tamborski,Tel: +44 20 7826 7978
Tomasz Witczak,Tel:
+48 22 586 2450
Karol Poltorak,Tel: +48 22 586 2452
