14 de septiembre de 2020

Allegro.eu: Announcement of Intention to Float on the Warsaw Stock Exchange (4)

-- 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 of new Shares, together with borrowings under a new credit facility a to repay its outstanding debt in order to improve its net leverage. -- 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 on the regulated (main) market of the Warsaw Stock Exchange. -- The Offering consists of (i) a public offering in the territory of 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 States 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 5% of the final number of the Offer Shares in aggregate to the Retail Investors. -- 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 a value of PLN 10, 14 Sep. (USD 2,570[7]) - , vesting 360 days after the listing date. -- 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 revolving 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 Group

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.

Enquiries

For additional information, please contact:

Media:
FTI Consulting (London)Edward Bridges, Matt Dixon, Adam Davidson, Mike Coombes
+44 (0)20 3727 1017 | allegro@fticonsulting.com[mailto:allegro@fticonsulting.com]

NBS Communications (Warsaw)Anna Krajewska, Piotr Wojtaszek, Krzysztof Woch
+48 22 826 74 18 | allegro@nbs.com.pl[mailto:allegro@nbs.com.pl]

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 Djelic
+44 (0)20 7187 2000

Financial Highlights

Year ended December 31, Six months ended June 30, Twelve months ended June 30, 2017 2018 2019 2019 2020 2020 Unaudited Unaudited Active Buyers (millions)(1) 9.3 10.4 11.4 10.9 12.3 12.3 LTM GMV per Active Buyer (PLN)(2) 1,711 1,741 1,985 1,856 2,295 2,295 GMV (PLN in millions) (3) 15,966.7 18,185.4 22,801.4 10,361.6 16,006.6 28,445.6 Take Rate (%) (4) 8.0 8.9 9.3 9.3 9.1 9.1 Adj. EBITDA (PLN in millions) ( 5) 952.8 1,114.8 1,338.1 631.4 808.0 1,514.7 Adj. EBITDA / Net Revenue (%) 57.3 56.4 51.6 54.1 45.6 47.4 Adj. EBITDA / GMV (%) 6.0 6.1 5.9 6.1 5.0 5.3

(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 period.

(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

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

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.

Jonathan Eastick

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 Chartered Accountant.

David Barker

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