Warsaw Stock Exchange ("WSE") Today Announces The Publication Of Its Prospectus.
* Polish individual investors may subscribe for WSE shares between 18 and 27 October 2010
* Up to 26,786,530 Series B ordinary bearer shares will be allocated to individual and institutional investors
* The shares are expected to debut on 9 November 2010
"The WSE Offering is one more major transaction on the capital market by the Ministry of Treasury this year, following the PZU and Tauron offerings," said Polish Minister of Treasury Aleksander Grad.
"Twenty years after the economic transformation of Poland, the WSE debut is also of historical significance. It marks the beginning of a new stage in the development of our capital markets. We are taking a very responsible approach to the change in ownership of this most important company for our economy. On one hand, the public listing of the Warsaw Stock Exchange, along with the strategic partnership with the NYSE, will translate into even higher standards and managerial effectiveness. On the other hand, the State Treasury will remain a supportive strategic investor as WSE seeks to strengthen its position as the financial centre of Central & Eastern Europe."
Ludwik Sobolewski, CEO of Warsaw Stock Exchange, commented: "Publication of the prospectus concludes the preparatory stages of the Offering of Warsaw Stock Exchange, which is a significant event in the history of the Polish capital markets. Investors have the opportunity to become shareholders in the largest national securities exchange in Central & Eastern Europe, with operations in several markets and the highest rate of growth and development of any stock exchange in Europe."
Structure of the Offering
In the public offering, the Polish State Treasury, as the majority shareholder of the Warsaw Stock Exchange, is offering up to 26,786,530 Series B ordinary bearer shares in the company. The Offering is directed at individual investors in Poland and institutional investors.
Rules foror filing subscriptions by individual investors
Subscriptions for WSE shares from individual investors in Poland will be accepted from 18 to 27 October (until 11:59 pm CET) at brokerage locations across Poland. A full list of locations is available on the WSE website (www.gpw.pl) and on the website of Dom Maklerski PKO Banku Polskiego, which is serving as the Offering Agent (www.dm.pkobp.pl).
An individual investor interested in buying WSE shares must hold a securities account at the investment firm where the investor is filing the subscription. Investors who do not hold a securities account will have to open an account before filing a subscription.
Each individual investor may only file one subscription for at least 10 shares and not more than 100 shares. A subscription for more than 100 offered shares will be treated as a subscription for 100 shares. Subscriptions for less than 10 shares will be treated as invalid.
Maximum price and sale price
The maximum price for WSE shares is expected to be published on 14 October 2010 (subject to the annex to the prospectus containing that price being approved by that date). Subscriptions should be filed by individual investors at that price.
The sale price for individual investors and for institutional investors will be determined by the selling shareholder (the Polish State Treasury) in agreement with the Global Coordinators and in consultation with the Offering Agent, after completion of a bookbuilding process among institutional investors and is expected to be announced on or around 29 October 2010.
The sale price for institutional investors may be higher than the maximum price. The sale price for individual investors will not be higher than the maximum price. If the final sale price is set at the maximum price or less, it will be the same for individual and institutional investors.
Number of shares offered
On the date of establishment of the sale price the selling shareholder, in agreement with the Global Coordinators and in consultation with the Offering Agent, will decide on the final number of shares offered for sale in the public offering. This information will be announced on or around 29 October 2010.
It is planned that 25% of the shares will be offered to individual investors. If individual investors subscribe for more than 25% of the offered shares, the Selling Shareholder reserves the right to increase the above number by no more than 5% of the offered shares, i.e. up to 30% of the offered shares. The remaining shares will be offered to institutional investors. If the total subscriptions filed by individual investors exceed the number of shares designated for allocation to individual investors, a maximum number of shares that may be allocated to a single subscription will be established (the maximum allocation). In such case, the subscriptions of all investors who filed subscriptions for a number of shares equal to or less than the maximum allocation will be realised in full. Investors who filed subscriptions for a greater number of shares than specified in the maximum allocation will be allocated shares in the number specified by the maximum allocation.
Citi (comprising Citigroup Global Markets Limited, Bank Handlowy w Warszawie S.A. and Dom Maklerski Banku Handlowego S.A.), Goldman Sachs International, J.P. Morgan Securities Ltd and UBS Limited are acting as Global Coordinators and Joint Bookrunners and Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział - Dom Maklerski PKO Banku Polskiego w Warszawie are acting as Joint Bookrunner and Offering Agent in connection with the Offering. IPOPEMA Securities S.A., KBC Securities N.V. (Spółka Akcyjna) Oddział w Polsce and Société Générale are acting as Joint Bookrunners, and Dom Maklerski Banku Ochrony Środowiska S.A., Biuro Maklerskie Alior Bank S.A., Banco Espírito Santo de Investimento S.A. Spółka Akcyjna Oddział w Polsce, Wood & Company Financial Services, A.S. Spółka Akcyjna, Oddział w Polsce and Dom Maklerski IDM S.A. are acting as Co-Managers.
||Publication of the prospectus
||Publication of the maximum price (subject to the annex to the prospectus containing that price being approved by that date)
|15 - 28 October (up to 1700 CET)
|18 - 27 October (up to 2359 CET)
||Subscription period for retail investors
|On or around 29 October
||Announcement of the sale price, final number of shares to be offered in the Offering and final number of shares to be offered to the various categories of investors
|29 October - 3 November
||Subscription period for institutional investors
|Up to 4 November
||Allotment of shares
||Listing on the Warsaw Stock Exchange and first day of trading in its shares