Stock exchange event of the year – ENERGA SA makes its debut at the Warsaw Stock Exchange
Disclaimer:
This material is not for release, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Canada or Japan or any other jurisdiction where applicable laws restrict or prohibit the release of the information contained herein.
This material is for promotional purposes only and does not constitute an offer to sell or an invitation to acquire the securities of ENERGA S.A. (the “Company”).
The prospectus prepared in connection with the public offering of the Company’s shares in Poland and their admission and introduction to trading on the regulated market of the Warsaw Stock Exchange is available on the Company’s website (www.grupaenerga.pl) and the offering agent’s website (www.dm.pkobp.pl).
ENERGA S.A. carried out the biggest public offering at the Warsaw Stock Exchange in 2 years with the value of PLN 2.4 billion. The IPO was a success and the Final Total Number of Offered and Stabilization Shares amounted to 141,522,067 (series AA shares). The average reduction in both retail investor tranches was the same and amounted to 55.9 percent.
At the opening of trade ENERGA S.A.’s shares cost PLN 16.95 per share.The sale price in the public offering was PLN 17 per share.The Company’s capitalization at the opening of trade was PLN 7.02 billion, which means that ENERGA S.A. is one of the biggest companies listed on the Warsaw Stock Exchange in these terms. Considering the value of the IPO, which was PLN 2.4 billion, it was the biggest public offering not only this year but for more than 2 years.
- ENERGA has built value appreciated by both individual investors and institutions from five continents. The stock exchange debut opens new opportunities for the Company. I’m sure that the Company’s wise policy will create value to shareholders.It’s the biggest and the most expected IPO this year. We want companies of importance to the economy to be listed. Since 2008 we have listed 11 companies and ENERGA is the twelfth – said Włodzimierz Karpiński, State Treasury Minister.
- ENERGA S.A.’s IPO was received with huge interest. It’s a success of all those involved in the process, but primarily it’s an expression of trust that the investors placed in us. We are particularly happy because of the subscriptions of 72 thousand retail investors who entrusted their private funds to us. This is a big commitment to us – to consistently pursue our strategy and further improve the efficiency, building value for all shareholders – says Mirosław Bieliński, President of ENERGA S.A.’s Management Board.
ENERGA is the 448th company listed on the Warsaw Stock Exchange and 20th company that made its debut this year on the main market.
- What attests to ENERGA’s investment attractiveness is what distinguishes us. I mean a stable source of revenues, which come in 75 percent from distribution, the prospect of high dividend payout and the investment plan concentrating on development of our strengths, i.e. distribution and renewable energy – adds Mirosław Bieliński.
The debut ceremony was attended by, among others, representatives of the ENERGA Group, State Treasury Ministry, i.e. the Selling Shareholder, a group of advisors involved in the transaction, and the existing and new shareholders of the Company invited to the event.
269,139,114 series AA shares of ENERGA S.A. were admitted to trading and introduced on the regulated market operated by the Warsaw Stock Exchange. The Final Total Number of Offered and Stabilization Shares amounted to 141,522,067 (series AA Shares), which accounts for 34.18 percent of the Company's existing share capital. Both Polish and eligible foreign institutional investors took part in the offering.The tranche addressed to Individual Investors was increased according to the rules specified in the prospectus and amounted to 17 percentof the Final Total Number of Offered and Stabilization Shares. To address the needs of investors who allocate bigger amounts to stock exchange investments the Selling Shareholder decided to offer a special tranche addressed to Big Individual Investors.In this category 5 percentof the Final Total Number of Offered and Stabilization Shares were offered.
About the ENERGA Group
The ENERGA Group’s core business entails the distribution, generation and sale of electricity. ENERGA is the third largest distribution system operator in Poland in terms of the volume of electricity distributed to end-customers. The Group distributes electricity to over 2.9 million individual and business customers (as at 30 September 2013). The distribution grid consists of power lines with a total length of over 193 thousand kilometres (as at 30 June 2013). It covers an area of almost 77 thousand square kilometres, which constitutes ca. 25% of Poland’s landmass (as at 30 June 2013). ENERGA is one of the largest sellers of energy coming from renewable energy sources (“RES”) in Poland. In 2012 the total installed capacity of RES connected to the Company’s distribution grid was 1.6 GW, which constituted approximately 36% of the total capacity installed in RES in Poland (as at 31 December 2012).
The ENERGA Group is one of the three largest sellers of electricity in Poland in terms of the quantity of energy sold to end-customers, with a market share of nearly 17% as at the end of December 2012.
The generation capacity installed in the Group’s power plants is based on diversified sources of energy, such as coal, water, wind and biomass. The total generation capacity installed in the Group’s power plants is 1.3 GW. The Group has the greatest share of electricity generated from RES in total electricity generated among key power groups operating on the Polish market. Green energy is generated in 46 run-of-river hydro power plants, wind farms and biomass firing installations.
In 2012 the Group’s sales of electricity to end-customers was 20.5 TWh, whilst the volume of electricity sold on the wholesale market was 5.4 TWh. In this period the Group’s gross electricity production was 4.1 TWh. During the nine month period ended 30 September 2013, the Group’s sales of electricity to end-customers was 13.6 TWh while on the wholesale market it was 7.8 TWh. Gross electricity production totaled 3.8 TWh.
In 2012, the Group generated sales revenues of PLN 11.2 billion, EBITDA* of PLN 1.6 billion, and net profit of PLN 456 million. During the nine month period ended 30 September 2013, the Group’s revenues were PLN 8.5 billion, while EBITDA* was PLN 1.5 billion and net profit was PLN 598 million.
* The EBITDA presented in this communication is defined and calculated by the Company as operating profit/(loss) (calculated as net profit/(loss) on continuing operations for the financial period/year adjusted for (i) income tax, (ii) share in profits of associates, (iii) financial income and (iv) finance costs) adjusted for depreciation and amortisation (as disclosed in the profit and loss account). EBITDA is not an IFRS measure and should not be treated as an alternative to IFRS measures. Moreover, EBITDA is not uniformly defined. The method of calculating EBITDA used by other companies may differ significantly from that used by the Company. As a consequence, the EBITDA presented herein cannot, as such, be relied upon for the purpose of comparison to other companies.
Disclaimer:
This material is not for release, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Canada, Japan or any other jurisdiction where applicable laws restrict or prohibit the release of the information contained herein.
This material is for promotional purposes only and under no circumstances shall it constitute an offer to sell or an invitation, or form the basis for a decision, to invest in the securities of ENERGA S.A. (the “Company”). The prospectus (the “Prospectus”) prepared in connection with the public offering of the Company’s shares in Poland and their admission and introduction to trading on the regulated market of the Warsaw Stock Exchange has been approved by the Polish Financial Supervision Authority and is the sole legally binding document containing information about the Company and the public offering of the Company’s shares in Poland. The Prospectus has been published and is available on the Company's website (www.grupaenerga.pl) and on the offering agent’s website, Powszechna Kasa Oszczędności Bank Polski S.A. Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie, (www.dm.pkobp.pl).
This material does not constitute a recommendation within the meaning of the Regulation of the Polish Minister of Finance Regarding Information Constituting Recommendations Concerning Financial Instruments or Issuers Thereof dated 19 October 2005.
This material (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States of America, Australia, Canada, Japan or any other jurisdiction where such an offer or solicitation would be unlawful or would require registration.
The Company’s shares referred to herein may not be offered or sold in the United States of America unless they have been registered by the U.S. Securities and Exchange Commission or are subject to an exemption under relevant provisions of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Company’s shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States of America except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act. No public offering of the Company’s shares will be made in the United States.
This material is only directed at, and being communicated to, a limited number of recipients who (A) if in the European Economic Area, are persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (which means EU Directive 2003/71/EC and any amendments thereto, including the amending directive, Directive 2010/73/EU to the extent implemented in the relevant member state) (“Qualified Investors”); and (B) if in the United Kingdom are persons (i) having professional experience in matters relating to investments so as to qualify them as “investment professionals” under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); and (ii) falling within Article 49(2)(a) to (d) of the Order; and/or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (A), (B) and (C) together being “Relevant Persons”). The Company’s shares will be available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Company’s shares will be only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this material or any of its contents.
This material may include forward-looking statements. Such forward-looking statements rely on numerous assumptions concerning the Company’s current and future operations and the environment in which it operates and will operate in the future. These assumptions include, in particular, the Company’s ability to implement its strategy, as well as the expectations concerning profitability and growth, developments in the energy sector, capital expenditures, availability of financing and intended restructurings and reorganisations. These forward-looking statements are based on the Management Board’s present views and they necessarily depend on circumstances that will only materialise in the future and are inherently subject to known and unknown issues involving various risks that are outside the Company’s control. This means that certain material risks could cause the events reflected in the forward-looking statements to deviate significantly from the actual course of affairs and, therefore, cause the actual performance of the Company or its financial condition or prospects to deviate materially from those expressed in or ensuing from such forward-looking statements, as well as from the historical results and achievements of the Company.