STS Holding S.A. announces the intention to float on the Warsaw Stock Exchange
STS Group (the “Group”), a capital group headed by STS Holding S.A. (“STS Holding”, the “Company”), the largest sports betting operator in Poland with leading proprietary technology, announces its intention to conduct an initial public offering directed at both institutional and individual investors. The Company intends to apply for admission of shares to trading on the regulated market of the Warsaw Stock Exchange (“WSE”). Following an IPO, STS Holding would be the only sports betting company listed on the WSE.
The Group is the largest licensed bookmaker in Poland by turnover, and also operates on an international scale through licenses in the United Kingdom and Estonia, from where it offers its services on 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.
Today we announce our intention to conduct an IPO on the Warsaw Stock Exchange. We believe that a group such as STS Holding, with an excellent market position, high brand recognition and a strong management team, will be attractive to Polish and foreign investors. I believe the WSE listing will accelerate our growth, will cement our position as the absolute market leader in Poland and will help drive brand recognition internationally –says Mateusz Juroszek, President of the Management Board of STS Holding.
Due to significant investments in the development of its product offering, modern technologies and new functionalities for users, the Group has increased the value of amounts staked between 2015 and 2020 almost sixfold. In 2020 the value of amounts staked amounted to PLN 3.319 billion and the Group generated EBITDA of PLN 171 million. Management estimates that today the Group has almost half of the share in the Polish bookmaking market, and approximately 85% of the value of amounts staked with the Group comes from the online channels – an Android and iOS application, a website and its mobile version. The online channels are supplemented by modern betting shops, c. 400 of them located in every major city in Poland – which additionally increase the Group’s brand recognition. The Group employs over 1,500 people.
The Group has been operating on the Polish market for almost 25 years. During this time it increased the scale of its operations, changed its operating model from retail to online, secured leading technological solutions, expanded its innovative product offering, entered foreign markets and built its own bookmaking system. This enabled the Group to become the largest legal bookmaker in Poland, with 46% market share, but also with targeted foreign operations. Now is the time for the Company to become a public company, which will be the driving force behind the Group’s further growth – adds Mateusz Juroszek.
- The Group is the largest player in the sports betting industry in Poland, distinguished by high brand recognition and a mobile-focused innovative product and technological offering
- The Group has a complementary and multi-channel sales model, including a customer-friendly mobile application for iOS, Android and Huawei software (responsible for 64% of NGR of the Group in 2020), a comprehensive website in desktop and mobile versions (responsible for 16% of NGR of the Group in 2020), and a network of over 400 betting shops, including 6 premium outlets (responsible for 20% of NGR of the Group in 2020)
- The Group has full control over the technology it uses. The Group’s structure includes Betsys, which has developed its own bookmaking system. The platform is fully scalable and adapted to all sales channels – mobile, online and retail
- The Group is the clear market leader, continuously increasing market share – from 34% in 2013 to 46% in 2020 – due to its “mobile-first” strategy and always remaining at the forefront of digitisation of the sports-betting industry in Poland. The second largest player in the Polish betting market has market share of c.28%
- STS is the leading Polish sports betting brand with 45% forefront of mind and 70% spontaneous brand recognition. This result is strongly reinforced by Group’s commitment to supporting Polish sport – it is the largest private entity on the domestic sponsorship market, the official sponsor of the Polish national football team and sponsor of many football teams such as Lech Poznań, Jagiellonia Białystok, Cracovia (among many others) and other sports clubs and associations
- The Group has created a young, technology-focused and dynamic team, led by experienced managers, with c. 1,500 employees
- STS Holding is a family business, currently owned only by the Juroszek family with an experienced Management Board. Mateusz Juroszek, the CEO and STS’s key shareholder, has a leading role in the Group and product development, finance, marketing, sportsbook and technology departments, Zdzisław Kostrubała, an expert in the field of gambling law, is responsible for legal and compliance matters and Marcin Walczysko, a manager with experience gained in the largest entities in the gambling industry, oversees the Group’s retail segment
The Group’s strategy is based on its continued ability to acquire and retain customers, geographical expansion, maintaining technologically sound and innovative infrastructure and continuous introduction of new products and services:
- Market leader position in Poland – the Group is the largest player in the sports betting industry in Poland. Due to development of the portfolio of products and services and a scalable proprietary platform, the Company is ideally positioned to acquire new customers, the number of which grows due to organic growth of the market and the migration of players away from the grey economy.
- Leading customer satisfaction and innovation – the Group has significant achievements and experience in providing players with a best-in-class customer experience enriched with an innovative proprietary technology platform. STS S.A. has a high level of customer satisfaction – Net Promoter Score for the retail network increased from 39 in 2018 to 52 in 2021. The Group plans to follow and set trends with its product and technological offering, which will positively affect engagement and loyalty of players
- Platform of choice engaging sports fans – the Group intends to maintain its status as the bookmaker of choice for sports fans in Poland. The Group will continue to leverage proven marketing and sponsorship capabilities to increase STS brand awareness. The goal of the Company is to become a one-stop provider of sports entertainment with high level of player engagement
- Expansion into selected international markets and mergers and acquisitions – the Group intends to consider attractive options for foreign expansion and focus on markets insufficiently served in terms of innovation or advancement of product offering, i.e. areas in which the Group stands out from the competition. As part of this selective approach, it is possible that the Group will enter new markets, acquire an entity from the technology industry or will commercialise Betsys’ system as a B2B product in countries in which the Group does not intend to operate in the future. Currently, the Company is considering applying for a Dutch license
Acquisition of Betsys and investments in technology
The Group has been continuously implementing the “mobile-first” strategy based on its proprietary bookmaking system. The Company is focused on constant development of its own technology platform to meet needs of the most demanding customer and set new market standards and trends. The Group’s investments in the product portfolio and new technological solutions amounted to PLN 27.1 million in 2020, PLN 19.5 million in 2019 and PLN 6.5 million in 2018. In addition, in 2020 STS S.A. took control of the Czech technology company Betsys, in which it holds 74% of shares. Betsys is the main provider of IT solutions for a bookmaker in Poland, addressing the needs of both, online and retail channels. The Group’s product and platform development team consists in total of approximately 160 highly qualified professionals, including approximately 85 programmers, 55 other employees in technology and platform development, and 20 employees responsible for business intelligence and business analytics.
The Group has a differentiated and in certain cases exclusive product offering which, in addition to traditional sportsbook, includes:
- BetGames –exclusive agreement with betgames.tv to offerbets on simulated live dealer games with odds published on the game’s website in real time, allowing customers to bet on events related to card games: poker, war games and baccarat
- Virtual Sports – bets on results of simulated events (football, basketball, tennis, horse and dog racing). The results of the events are determined by the software generating random numbers (RNG)
- eSports – video games events, often in the form of organised leagues and tournaments (e.g. Counter Strike, League of Legends, Dota 2, StarCraft 2, and Fortnite) enabling the Group to enter new markets and acquire new clients (in particular Millennials and Generation Z), less interested in traditional sports. The Group was the first bookmaker to offer eSports in Poland and has dedicated social media channels for eSports fans and a team of specialists specifically responsible for the eSports product offering
- Online casino – simulating real-world casino games, offered by the Group outside of Poland, operated under UK and Estonian licenses, offers over 1,000 games such as roulette, blackjack, slots and video games. In addition, online casinos can allow players to play against each other in games such as poker
Unique platform features
The Group’s focus on proprietary technology has allowed it to develop a unique platform what has been key to offering a best in class user experience which has driven customer acquisition and retention. This platform has the following key features:
- Betsys bookmaking system – created to cater for Polish market and is tailored to local customers’ preferences. It enables the Group to offer customers best-in-class products and user experience, including placing bets on more than 70 different sports, access to more than 300,000 live events and more than 1.5 million pre-match events. The Group operates both via betting shops and online. In 2020, sports betting accounted for c.76% of the Group’s revenues
- STSpay – operating since 2017, is a fast payment and withdrawals system, integrated with the largest banks in the country. It enables fast withdrawal of winnings (avg. of 9 min) around the clock and uses a variety of deposit methods, including Skrill, Neteller, PayPal, Blik, PayU and debit/credit cards
- BetBooster – AI-based automated solution providing suggestions on sports events and round-the-clock information on Virtual Sports offering, available both online and in the betting shops. The Group has an exclusive agreement for Polish market with supplier of this solution
- STS TV – the Group, thanks to contracts for media rights, provides live streams of nearly 5,000 sports events on STS TV, including football, tennis, volleyball, basketball and other sports
- Chat and player community – development of player community using a unique and proprietary chat platform and forum, enabling players to interact, discuss and share their bets and opinions. As of September 2021, c.100,000 posts were recorded on the Group’s forum and chat, about 1.3 million bets were shared and c.160,000 chat users were active
The Group is constantly working on developing its portfolio and improving quality of services. By the end of 2021, the Group intends to introduce new Virtual Sports, improve the customer onboarding process, increase the number of live bets and implement a proprietary real-time bonus system. The Group intends to launch BetBuilder – a tool allowing to create personalised bets and introduce a new generation of UI. In addition, the eSports betting portfolio will be expanded. The payment, withdrawal and AML system will be improved and next generation of self-service betting terminals (SSBT) will be launched.
Selected operating metrics
- The Group’s share of registered users who made the first deposit is at 61.5% (9M 2021) and the average number of active days per user in the last quarter is 27 (Q3 2021). Both, the conversion and the number of active days per user are respectively 4.7x and 3.4x higher than the market average for Poland (according to the Company)
- The Group also has a low churn rate of around 30% (in the 6th month after acquiring a new customers). Additionally, in the first three quarters of 2021, 23% of the Group’s active customers were players acquired before 2018
- Effective customer retention and monetisation of customers allows the Group to achieve a return on marketing expenses approximately 4.5 months after acquiring a new player
- The Group continues to record an increase in the number of first-time users. The average monthly number of users who made the first deposit was 9 thousand in 2018, 15 thousand in 2019, 14 thousand in 2020 and 19 thousand in the first three quarters of 2021
- The Group increases the effectiveness of the acquisition of new players, also due to effective marketing. Using major international sports events as an example, in June and July 2018, during the 2018 FIFA World Cup, there were about 44 thousand new user registrations, in June and July 2021, during UEFA Euro 2020, approx. 90 thousand new user registrations
|2018||2019||2020||9M 2020||9M 2021|
|Amounts staked (PLN in millions)||2,412||3,080||3,319||2,421||3,274|
|Number of active customers (thousands)||338||464||519||418||582|
|GGR (PLN in thousands)||641,137||767,657||824,190||559,682||806,308|
|NGR (PLN in thousands)||351,731||397,906||425,958||293,449||429,075|
|EBITDA (PLN in millions)||185||165||171||92||177|
In 2015-2020, the value of the Group’s amounts staked increased from PLN 566 million to PLN 3.3 billion (CAGR: 42%). In addition, in 2020, the Group achieved NGR of PLN 426 million compared to PLN 114 million in 2015 while the Group’s EBITDA in 2020 reached PLN 171 million which corresponded to an EBITDA margin of 40%. The Group outperformed its key competitors in the Polish parimutuel betting sector in terms of growth, achieving a 4.5x increase in GGR (gross gaming revenue) in 2015-2020, compared to a 2.6x increase for the Polish market. Delivery of such outstanding results, despite the coronavirus pandemic and the suspension of most sports games for almost two months, proves its solid foundations and high ability to adapt to changes in consumer behaviour.
This strong momentum continued also during the first 9 months of 2021. The value of the bets placed is close to the level achieved for the full year 2020 – a record year in the Company’s history. Number of active customers at the end of September this year reached 582 thousand (an increase of over 39% y-o-y) while GGR increased by 44% y-o-y. In the same period, NGR amounted to PLN 429.1 million (46% growth y-o-y) – again the highest in the Group’s history.
In the 9 months to 30 September 2021, the Group also increased its profitability. EBITDA for 9 months of this year amounted to PLN 177 million and was higher by nearly 93% y-o-y; it is also PLN 6 million more than in the full year 2020. EBITDA margin from January to September 2021 reached 41%, compared to 31% in the corresponding period in 2020.
It is worth emphasising that the Group did not have any outstanding external loans and borrowings as of the year-end 2020 or September 2021 and the generated cash flows allow the Group to operate on a day-to-day basis, including investments in technology.
Dividend policy after IPO
In the medium term, the intention of the Company is to pay a dividend at the level of 100% of the net profit for a given financial year. The Company aims to obtain a status of a dividend company, to the extent the financial performance, market conditions and current investment needs allow it. In the event that the Group plans to undertake material M&A, the Company reserves the right to reduce the payout ratio or suspend the dividend payment.
STS S.A. paid dividends for the financial years 2020 and 2019 (in the amount of PLN 126.8 million and PLN 119.8 million, respectively), while Star-Typ Sport Zakłady Wzajemne sp. z o.o. (the predecessor of STS S.A.) paid a dividend for the financial year 2018 (in the amount of PLN 133.8 million). The dividend payout ratio in this period was at 99%-100%.
- The Polish economy is strong – Poland is the 5th largest country in the EU in terms of population with c.38 million inhabitants and is the most sizeable economy in Central and Eastern Europe based on GDP
- In Poland, there are over 21 million internet users over 18 years old (according to Central Statistical Office) of which 5.7 million are betting online and playing in online casinos (according to CXstream)
- Poland is one of the countries least affected by the COVID-19 pandemic. According to Euromonitor data, after a decline of 2.7% in 2020, Polish GDP is expected to grow by 4.1% in 2021 and by 5.0% in 2022. Polish GDP growth projected for 2022-2024 is expected to be 1.7x higher than the average for the Eurozone (2.72% for Poland vs. 1.59% for the Eurozone)
- The average growth of consumer spending in Poland in 2020-2024 is also expected to be 1.7x higher than the forecasted average for the Eurozone in the same period (5.61% for Poland and 3.36% for the Eurozone). The projected average unemployment rate for Poland in 2020-2024 is significantly lower than the projected unemployment rate for the Eurozone over the same period on a relative basis (according to Euromonitor)
- The regulatory environment in Poland is stable and the Gambling Act, which regulates the sports betting market, has been in force since 2009. Operators wishing to offer retail or online services must obtain a permit issued by the Minister of Finance for a period of 6 years. Sports betting is subject to a 12% stakes tax in Poland. Sports betting can be offered by private licensed entities. Online casino is provided by the State monopoly only
- Since an amendment of the Gambling Act in 2017 and the associated ability for the authorities to block illegal gambling sites, the operating environment for licensed betting operators has improved significantly, with a corresponding increase in the revenues channelled through licensed operators
- According to H2 Gambling Capital, between 2015 and 2021, the Polish market has been growing about twice as fast as the EU market (based on GGR)
- According to H2 Gambling Capital, the GGR per player in Poland in 2020 amounted to PLN 646 (compared to PLN 1,437 for the European average). GGR from the regulated online market as a percentage of GDP amounts to 0.11% and is well below the European average of 0.15%. In Poland, there were 3.8 million accounts, including the regulated and unregulated sports betting market as well as other gambling games. This number corresponds to 11.4% of the adult population, while European average stands at 13%. Those three indicators suggest there is a significant potential for the Polish market growth in the future
- In 2021, sports betting will be responsible for approx. 65% of the Polish market GGR, and the remaining part will be generated by other gambling games. It is expected that 71% of Polish market GGR will be generated by the online channel, and the remaining 29% by the retail channel (according to H2 Gambling Capital)
- In 2020, the GGR generated in Poland through the mobile channel in relation to the entire market amounted to 25%, while in Sweden it was 45%, and in the UK it was 46%. According to the forecast, this number is expected to reach 37% in Poland in 2026 (62% in Sweden, 61% in the UK). Based on the historical data recorded in Sweden and the United Kingdom, after reaching 25% penetration of the mobile channel in total GGR (as seen in Poland in 2020), there was a rapid growth of this segment in the following period – 2016-2019A CAGR for Sweden amounted to 22%, 2018-2020A CAGR for the United Kingdom was 16%. In Poland, the forecasted 2020-2023E CAGR should reach 18% (according to H2 Gambling Capital)
- According to H2 Gambling Capital data, in 2021 the value of the onshore (licensed) gambling market in Poland (GGR) will amount to PLN 3.756 billion, of which PLN 2.46 billion will be attributable to betting. In 2025, the gambling market in Poland will generate GGR of PLN 6.746 billion, of which PLN 4.38 billion will be attributable to betting (2020-2025 CAGR of 15%)
- According to EY, the total GGR generated by the grey (unlicensed) segment of the Polish online market amounted to approx. PLN 1.1 billion (EUR 243 million) in 2019, representing an increase from PLN 0.6 billion (EUR 137 million) in 2017. However, in 2020, the grey market size has stabilized as compared to 2019 and accounted for approx. PLN 1 billion GGR, being responsible for about 30%-40% of the total market (including stationary, online onshore and online offshore)
Offering rationale and highlights
The intended public offering and the debut of shares on the Warsaw Stock Exchange is the next stage in the Group’s development. It strengthens its transparency and has a positive impact on brand recognition and awareness. In addition, it fits into the Company’s long-term strategy as the market leader setting trends in the Polish betting industry. Moreover, it will allow for the desired ownership structure based on a family controlling stake along with significant liquidity for minority shareholders.
- Issuer: STS Holding S.A., Selling Shareholders: Juroszek Investments sp. z o.o., MJ Investments sp. z o.o., Betplay Capital sp. z o.o.
- The offer will include only existing shares and the Company will not receive any funds as part of the IPO.
- An application for admission of STS Holding shares on the WSE regulated market will be submitted.
- The Offering includes (i) a public offering in Poland (the “Public Offering in Poland”) comprising: (a) an offer to retail investors and (b) an offer to institutional investors; (ii) an offer in the United States to qualified institutional buyers, as defined in, and in reliance on, Rule 144A, or another exemption from registration requirements of the U.S. Securities Act; and (iii) an offer to certain institutional investors outside the United States and Poland, in accordance with Regulation S under the U.S. Securities Act. The Public Offering in Poland will be conducted only on the territory of Poland.
- As part of the offer, Selling Shareholders intend to offer approximately 10% of the Offer Shares to retail investors
- Existing shareholders and the Company will be limited by a 360-days lock-ups
Goldman Sachs Bank Europe SE and UBS Europe SE will 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 will serve as Joint Bookrunners. mBank and PKO BP will serve as the investment firms intermediating in the public offer of the securities.
For more information:
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 the effective 24/7 customer service, the Group can respond to the 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 modern betting shops, c. 400 of them located in every major city in Poland – which additionally increase our 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.
The Company’s President and key shareholder, Mateusz Juroszek, plays a pivotal role in the development of the Group and is responsible for areas such as product development, finance, marketing, sports betting and technology. Zdzisław Kostrubała (Member of the Management Board) is an expert in the field of gambling law, responsible for legal issues and compliance. Marcin Walczysko (Member of the Management Board) is a manager with experience gained in the largest companies in the gambling industry and is responsible for the Group’s retail operations.
Maciej Fijak (Chairman of the Supervisory Board) is certified specialist in the field of controlling, with experience in corporate banking and financial departments of companies listed on the Warsaw Stock Exchange. Zbigniew Juroszek (member of the Supervisory Board) is STS’s shareholder, has extensive knowledge of the gambling industry. Milena Olszewska-Miszuris (independent member of the Supervisory Board) meets the independence criteria within the meaning of the Act on Statutory Auditors, Audit Firms and Public Supervision as well as Warsaw Stock Exchange Best Practices, and has extensive expertise in the field of accounting and audit. Elżbieta Spyra (independent member of the Supervisory Board) meets the independence criteria within the meaning of the Act on Statutory Auditors, Audit Firms and Public Supervision as well as the Warsaw Stock Exchange Best Practices. Krzysztof Krawczyk (independent member of the Supervisory Board) heads the Warsaw office of CVC Capital Partners, a leading private equity fund.
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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.
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 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 will be the sole legally binding document containing information on the Company and the offering of its securities in Poland (the “Offering”). The Company will be authorised to carry out the Offering to the public in Poland following: (i) approval by the KNF (Komisja Nadzoru Finansowego), the relevant Polish financial supervision authority, of the Prospectus; and (ii) publication of the Prospectus in accordance with the relevant provisions of EU and Polish regulations. For the purposes of the Offering in Poland and admission and introduction of the Company’s securities to trading on the Warsaw Stock Exchange, once approved, the Company will make the Prospectus available on its website in accordance with relevant EU and Polish regulations. Any investment in connection with the Offering should be made solely on the basis of the information which will be contained in the approved and published Prospectus and any amendments or supplements thereto. The Prospectus, when published, may contain information that differs from the information contained in this press release. The financial information included in this press release is based on the unaudited financial statements of the Company and therefore may be subject to change.
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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.