STS Group (the “Group”), a capital group headed by STS Holding S.A. (“STS Holding”, the “Company”), the largest sports betting operator in Poland[1] with leading proprietary technology, announces that the Final Price for the Offer Shares for Retail Investors and the Final Price for the Offer Shares for Institutional Investors in its initial public offering  (the “Offering”) has been set at PLN 23 per share. The Final Number of the Offer Shares in the Offering is 46 874 998 shares (including 42 613 636 Sale Shares and 4 261 362 Over-Allotment Shares), constituting 30% of the share capital of STS Holding S.A. This implies an Offering size of c. PLN 1,1 billion.

The Group is the largest licensed bookmaker in Poland by turnover[2], and also operates on an international scale through licenses in the United Kingdom and Estonia, from where it offers its services in several additional markets. The Group’s portfolio of services includes sports betting, virtual sports, an online casino (outside of Poland), BetGames and a wide range of betting services relating to esports.

STS is a strong brand that the entire team has been building and developing for the three decades. We are the undisputed leader of the bookmaking industry in Poland, a market which enjoys very strong organic growth. We believe that due to our competitive advantages the Group will continue outperforming the market and will be able to reach an increasing number of new customers. The upcoming debut of shares on the Warsaw Stock Exchange marks an important stage of our development. We look forward to welcoming into our shareholding register a diverse set of IPO investors from Poland, Europe and globally to participate alongside us in the future growth of the business as we execute on our strategy – says Mateusz Juroszek, President of the Management Board of STS Holding.

Summary of the Offering

  • The Final Price for the Offer Shares for Retail Investors and the Final Price for the Offer Shares for Institutional Investors has been set at PLN 23 per share.
  • The total value of the Offering is c. PLN 1,1 billion, while the market capitalization of the Company as a result of the Final Price for the Offer Shares is c. PLN 3,6 billion.
  • The Final Number of the Offer Shares in the Offering is 46 874 998 shares (including 42 613 636 Sale Shares and 4 261 362 Over-Allotment Shares), constituting 30% of the share capital of STS Holding S.A.
  • The final number of Sale Shares offered to Retail Investors has been set at 1 890 000 shares (ca. 4% of the Offer Shares), while 44 984 998 Offer Shares will be offered to Institutional Investors (ca. 96% of the Offer Shares)
  • Mateusz Juroszek, key shareholder and the CEO (together with his family), retains a significant shareholding in the Company, controlling 70% shares, which corresponds to the same percentage of the total votes at the general meeting.
  • Allotment of the Offer Shares is scheduled on December 8, 2021.
  • Expected first day of trading of the Admitted Shares on the regulated market of the WSE is scheduled on December 10, 2021.
  • Following the Offering, the Company, its Selling Shareholders and two Members of the Management Board will be subject to a lock-up agreement in respect of their shares which will remain in effect for 360 days following the listing date.
  • Goldman Sachs Bank Europe SE and UBS Europe SE serve as Global Coordinators and Joint Bookrunners, and mBank S.A. (“mBank”), Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Biuro Maklerskie w Warszawie (“PKO BP”) and WOOD & Company Financial Services a.s. Spółka Akcyjna Oddział w Polsce are Joint Bookrunners.
  • mBank and PKO BP are also the investment firms intermediating in the public offering.

For more information:

STS Holding

Łukasz Borkowski

E-mail: [email protected]

phone +48 519 871 423

***

About STS Group

Founded in 1997, the Group is the largest bookmaking company in Poland, which also operates on the international market. The bookmaker is licensed in the UK and Estonia from where it offers services on several foreign markets. It offers betting products including sports betting, Esports, Virtual Sports, BetGames and online casino in select markets.

The Group provides online services via desktop and mobile websites, dedicated Android and iOS applications as well as approximately 400 retail betting ship across Poland. The Group is continuously improving its offering by, among others, providing more live bets and strengthening its leading position in the field of eSports. The bookmaker has also created its own withdrawal system – STSpay – allowing for quick transfers 24/7. The Group additionally owns Betsys – the company providing betting engine.

Thanks to effective 24/7 customer service, the Group can respond to increasing customer needs. The Company offers live broadcasts of sports events via STS TV, also available to users of mobile devices. Every month, the Company broadcasts nearly 5,000 sports events, including, among others, football, tennis, volleyball, basketball and other sports.

The Group is actively involved in supporting Polish sport, being the largest private entity on the domestic sponsorship market. The company is the official sponsor of the Polish national football team, the strategic sponsor of Lech Poznań, the main sponsor of Jagiellonia Białystok as well as the official sponsor of Cracovia, Pogoń Szczecin, Górnik Łęczna, Zagłębie Lubin, the Polish Volleyball League and other sports clubs and associations. The Group is also committed to supporting eSports.

The online channels are supplemented by c. 400 modern betting shops located in every major city in Poland which additionally increase brand recognition. The Group employs over 1,500 people.

In February 2019, the Group began operations outside of Poland – the bookmaker obtained a license in the United Kingdom and subsequently in Estonia, from where it offers services on several other markets. The Group was the first Polish bookmaker to start operations abroad. In addition, the Group is present in the Czech Republic (Betsys) and Malta. Moreover, the Group is looking at the Dutch market and is considering applying for a gambling license in that country. The Group’s focus remains on Poland, but the Group expects that its international product offering, including the online casino, will grow its contribution to the Group’s operations in the future. The Company does not rule out interest in entering new markets, as well as the commercialisation of the Betsys system in order to offer it to other bookmaking operators in Central and Eastern Europe in countries where the Group does not operate.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement and not a prospectus for the purpose of the EU Regulation 2017/1129 and as such does not constitute or form part of and should not be construed as an offer, solicitation or invitation to sell or issue, or an offer, solicitation or invitation to, subscribe for, underwrite, buy or otherwise acquire, securities of the Company or any of its subsidiaries in any jurisdiction, or an inducement/recommendation to enter into investment activity in any jurisdiction. When approved by the relevant Polish financial supervision authority the prospectus prepared in connection with the public offering and admission and introduction of the Company’s securities to trading on the Warsaw Stock Exchange will be the sole legally binding document containing information on the Company and the offering of its securities. A copy of the prospectus will, following approval and publication, be available from the Company’s website at https://stsholding.pl, subject to applicable securities regulations.

Disclaimer

This press release is for information purposes only and will under no circumstances constitute the basis for a decision to invest in the shares of STS Holding S.A. (the “Company”) and as such does not constitute or form part of and should not be construed as an offer, solicitation or invitation to sell or issue, or an offer, solicitation or invitation to, subscribe for, underwrite, buy or otherwise acquire securities of the Company or any of its subsidiaries in any jurisdiction, or an inducement/recommendation to enter into investment activity in any jurisdiction. Neither this press release nor any part hereof, nor the fact of its distribution or issuance, shall form the basis of, or be relied on in connection with any contract, commitment or investment decision whatsoever. The prospectus (the “Prospectus”) prepared in connection with the public offering and admission and introduction of the Company’s securities to trading on the Warsaw Stock Exchange is the sole legally binding document containing information on the Company and the offering of its securities in Poland (the “Offering“). The Prospectus approved by the Polish Financial Supervision Authority (“PFSA“) and published is available on the Company’s website (www.stsholding.pl).

In approving the Prospectus, the PFSA is not reviewing or approving the Company’s business model, method of doing business or method of financing its business. In the proceedings on the approval of the Prospectus, neither the veracity of the information contained in the Prospectus nor the level of risk related to the activity conducted by the Company and the investment risk related to the purchase of the Company’s securities are subject to assessment.

Potential investors are urged to read the Prospectus in its entirety and, in particular, the risks associated with investing in the Company’s shares set out under “Risk Factors” and the terms of the public offering. Any investment decision concerning the securities of the Company should be made only after consideration of the contents of the Prospectus in its entirety, including any supplements, updates and other information provided in accordance with the Prospectus Regulation and the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated 29 July 2005.

This material does not constitute an advertisement or recommendation or other information recommending or suggesting an investment strategy or investment recommendation within the meaning of the relevant legal regulations.

This announcement does not constitute an advertisement of bookmaking services or STS S.A. within the meaning of Polish Gambling Act of November 19, 2009. STS Holding S.A. is the parent company of the group, which provides bookmaking and other gambling services. STS S.A., which is a subsidiary of STS Holding S.A., is a bookmaker licensed in Poland.

This press release is not for distribution or use by any person or entity in any jurisdiction where such distribution or use would be contrary to local law or regulation or which would subject the Company or any of its affiliates to authorisation, notification, licensing or other registration requirements under applicable laws. Distribution of this press release and other information connected to the Offering 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 restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. It may be unlawful to distribute this press release in certain jurisdictions.

This press release is not for distribution in the United States, Australia, Canada and Japan. Acquiring securities to which this press release refers may expose an investor to a significant risk of losing all of the amount invested.

Persons considering investment should consult an authorised person specialising in advising on such investments. This material does not constitute an investment recommendation within the meaning of the Market Abuse Regulation (Regulation (EU) 596/2014) and of the Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the technical arrangements for objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and for disclosure of particular interests or indications of conflicts of interest.

In the United Kingdom this press release is being distributed and is directed only at “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 who: (i) have professional experience in matters relating to investments and who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) are high net worth entities and other persons to whom such communication may otherwise lawfully be made falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as the “Relevant Persons”). This press release must not be acted on or relied on by persons who are not the Relevant Persons. Any investment or investment activity to which this communication relates is available only to the Relevant Persons and will be engaged in only with the Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. The securities will be available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be only with, Relevant Persons.

With respect to member states of the European Union other than the United Kingdom, this press release is directed only at, and the securities referred to herein will be offered only to, qualified investors within the meaning of Article 2(e) of the EU Regulation 2017/1129, such persons being referred to as the “Qualified Investors”) and/or in other circumstances falling within Article 1 section 4 of the Prospectus Regulation. Any such Qualified Investor will also be deemed to have represented and agreed that any such securities acquired by it in the Offering have not been acquired on behalf of persons other than such Qualified Investors.

This press release is not an offer of securities for sale in the United States. The securities to which this press release relate have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offering of the securities in the United States. This announcement is not directed at or intended to be accessible by persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia), other than to “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Goldman Sachs Bank Europe SE, UBS Europe SE, Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Biuro Maklerskie w Warszawie, mBank S.A. and WOOD &Company Financial Services a.s. Spółka Akcyjna Oddział w Polsce (collectively the “Managers”), are acting exclusively for the Company and the selling shareholders and no-one else in connection with the offering referred to herein. They will not regard any other person as their respective clients in relation to such offering and will not be responsible to anyone other than the Company and the selling shareholders for providing the protections afforded to their respective clients, nor for providing advice in connection with the offering referred to herein or any other matter, transaction or arrangement referred to herein. None of the Managers 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 material (or whether any information has been omitted from the material) or any other information relating to the Company, the selling shareholders or their 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 material or its contents or otherwise arising in connection therewith.

Statements contained herein may constitute “forward-looking statements”. Forward-looking statements are generally identifiable by the use of certain words, including but not limited to: “may”, “will”, “should”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s or its industry’s actual financial condition, results of operations or performance to be materially different from any future financial condition, results of operations or performance expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and the Company does not undertake to publicly update or revise any forward-looking statements that may be made herein, whether as a result of new information, future events or otherwise.

[1] the Group operates on the basis of licenses granted by the Minister of Finance

[2] based on the estimates of the Polish Ministry of Finance