initial public offering on the warsaw stock...
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BRE Bank Group
70%
� Biura / Przedstawicielstwa� Oddziały� Podmioty Grupy Kapitałowej13 � Brno
6 � � � Brussels
7 � Rome
1 � Copenhagen
2 � Dublin
3 � Amsterdam
4 � � London
5 � Antwerp
8 � � Moscow
9 � Minsk
10 � Kiev
11 � � Warsaw
12 � � Prague
14 � Bratislava
15 � Budapest
22 � Istanbul
16 � Bucharest
17 � Zagreb
18 � � Paris
19 � Zurich
20 � Geneva
21 � Milan
23 � Barcelona
24 � Madrid
25 � Lisbon
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34 5
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89
10
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1213
1415
1617
181920 2
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22
23
24
25
Rio de Janeiro
CaracasGrand Cayman
Mexico CityLos Angeles
San Francisco
Chicago Toronto
New York
Atlanta
Casablanca Cairo
BeirutBahrain
Tehran
Taschkent
Almaty
Novosibirsk
Mumbai
Jakarta
SingaporeLabuan
BangkokTaipei
Hongkong Shanghai
Beijing TokyoSeoul
Buenos Aires
São Paulo
Johannesburg
Sydney�
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Commerzbank AGCommerzbank AG
� Established in 1870.
� Present in Central and Eastern Europe: BRE Bank (Poland), Bank
Forum (Ukraine), Commerzbank Zrt. (Hungary), Commerzbank
(Eurazja) SAO (Russia)
� Years of experience learned from transactions conducted on the
global capital markets - present in 40 countries
� Wide international institutional client base
BRE BankBRE Bank
� Established in 1986, listed on the WSE since 1992, listed in WIG20
index (blue chips);
� 24 corporate and 224 retail branches, 14 subsidiaries
� Corporate Banking, Investment Banking, Retail Banking and
Private Banking
� 3.26 m individual clients, 12,800 corporate clients (2009)
� BRE Bank Securities – leading Polish brokerage house with
extensive expertise in the area of ECM and trading
Member of the Commerzbank AG Group
3
BRE Bank Group
Research / Derivates Sales & TradingCapital Markets
Capital Markets & Advisory Debt Capital MarketsCapital Structuring
Leveraged Finance
Financial Sponsor Coverage Industry Groups
Equity
MarketsM&A Bonds
Asset
Finance
Rating
Advisory
Syndicated
Loans
Corporate
Banking
Corporate
Banking
Investment
Banking
Investment
BankingRetail Banking &
Insurance
Retail Banking &
InsurancePrivate Banking
Asset Management
Private Banking
Asset Management
Private Banking & Private Banking &
Wealth ManagementWealth Management
Most competitive and universal bank in Poland
4
� Diverse distribution platform with direct access to all pools of demand for equity
� Day-to-day business with all major Polish institutional investors
(pension funds, mutual funds and asset management firms).
� Direct access to selected international funds.
� Best ranked equity research team on the market.
� Over 195,000 investment accounts.
� 15 full-service Customer Service Points.
� Largest internet brokerage platform in Poland.
� Substantial market share in shares, futures and options trading on Warsaw Stock Exchange:
Equity Futures Options
Comprehensive equity trading & distribution potential
InstutionalInvestors
Retail Investors
4.6% 12.2%* 23.4%*
BRE Bank Securities
6
WSE – equity market overview
WSE indices performance in 2007 - 2010
Current situation …
� Mid- and small caps – the most sensitive to changes of the economic conditions (wig80).
� Substantial redemptions in mutual funds („MF”) since 2007 end till 2009, pension funds („PF”) as main players on WSE.
� Retained interest in participation in IPOs by Polish pension funds („PF”) but conservative approach to quality and liquidity of issuers.
� 13 IPOs in 2009 (EUR 1.62 bn allocated to Polish investors), inc. 11 private issuers (EUR 0,12 bn).
� State Treasury as the main source of equity supply in 2009 and 2010 (approx. EUR 4.8 bn).
Total number & value of the IPOs
… and perspectives
� Number and value of public offerings dependent on: benchmarks and the secondary market trend.
� Economic situation on the WSE and worldwide exchanges dependent on the pace of global economy recovery.
� Situation of key Polish institutional investors: - inflow/outflow balance in MF determining demand for equities including IPOs,
- PF investment strategy – stable utilisation of transfers from Polish social security office (ZUS).
� Foreign investors activity correlated with global sentiment towards emerging markets.
� Higher number of IPOs expected in 2011 with smaller average size.
� Institutional investors expectations: medium or large sized, promising/stable growth, discount to fair value expected.
0
20
40
60
80
100
120
200
7-0
7-0
2
200
7-0
9-0
2
200
7-1
1-0
2
200
8-0
1-0
2
200
8-0
3-0
2
200
8-0
5-0
2
200
8-0
7-0
2
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8-0
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9-0
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9-1
1-0
2
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0-0
1-0
2
201
0-0
3-0
2
201
0-0
5-0
2
WIG20 sWIG80 mWIG40
(37)
Value of theofferings (in
PLN bn.).
(number ofIPOs)
7
(38)
4 (16)
(6)
9
1 (25)
(81)
6
200820072006200520042003
WIG Index
2009 2010
(15-20?)
Preparation of transactions,
new privatisations.
2
Significant scale
and smaller
number of IPOs.
Sharp decline in IPOs due to overall
unfavorable economic situation.
Predicted value of the IPOs of the Polish issuers
10
(13)
SPOs14
IPOs
(40-50?)
Higher number of IPOs of private
companies.
Smaller scale of value of IPOs.
2011
Record year in the history of WSE in
terms of value of the IPOs
(37)
Value of theofferings (in
PLN bn.).
(number ofIPOs)
7
(38)
4 (16)
(6)
9
1 (25)
(81)
6
200820072006200520042003
WIG Index
2009 2010
(15-20?)
Preparation of transactions,
new privatisations.
2
Significant scale
and smaller
number of IPOs.
Sharp decline in IPOs due to overall
unfavorable economic situation.
Predicted value of the IPOs of the Polish issuers
10
(13)
SPOs14
IPOs
(40-50?)
Higher number of IPOs of private
companies.
Smaller scale of value of IPOs.
2011
Record year in the history of WSE in
terms of value of the IPOs
7
Foreign companies listed on WSE
Foreign companies listed on WSE
by sector in terms of market capBanks
Energy
Gas & Oil
Real Estate
Mining
Wholesale
Food
Hotels & Restaurants
IT
Media
Chemicals
Light
Metals
Finance
Dual
Dual
Dual
Dual
Single
Single
Dual
Dual
Dual
Dual
Dual
Dual
Single
Single
Dual
Dual
Single
Dual
Dual
Single
Single
Single
Single
Single/dual listing
4 327FoodKERNEL
741Oil & GasKOV
271,203Total
440Real EstateWARIMPEX
137 592BanksUNICREDIT
306FoodSOBIESKI
228LightSILVANO
468Real EstateRONSON
62Real EstateREINHOLD
1 419Real EstatePLAZACNTR
655ChemicalsPEGAS
348Real EstateORCOGROUP
870Hotels & RestaurantsOLYMPIC
10 045MiningNEWWORLDR
27 583Oil & GasMOL
75 480EnergyCEZ
6 064WholesaleCEDC
1 838MediaCCIINT
54FinanceBMPAG
229Real EstateATLASEST
1 444FoodASTARTA
501ITASSECOSLO
255WholesaleASBIS
254MetalsACE
Market Cap (PLNm)SectorCompany
Number of foreign companies listed on WSE 2001 - 2010
230217
203230
255284
351374 379 382
0 0 1 5 7 12 23 25 25 23
0
50
100
150
200
250
300
350
400
450
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Companies listed Foreign companies
Capitalisation of foreign companies listed on WSE 2001 - 2010 (in
PLN bn)
103 111168
291
424
636
1080
465
716 740
0 0 2877 116
198
570
198295 271
0
200
400
600
800
1000
1200
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
All companies Foreign companies
EUR 67,801 m
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Key targeted investors – Polish pension and mutual funds
� Mandatory pension system ensures monthly inflow of ca. EUR
404 m in 2009.
� Investment activity less dependant on the current market
sentiment.
� Investment policy based on allocation rather than stock picking.
Polish Mutual Funds total AUM (PLN m)
Polish Mutual Funds AUM (PLN thou.) Polish Pension Funds AUM (PLN thou.)
Polish Pension Funds total AUM (PLN m)
� No limits for investments in equity, related to fund's strategy.
� Investment activity dependant on the current market sentiment
i.e. in case of investment certificates redemption.
� Investment strategy based on stock picking rather than
benchmarks.
0
2 000
4 000
6 000
8 000
10 000
12 000
14 000
16 000
18 000
20 000
Pioneer
Pekao
BZ WBK
AIB
ING Aviva
Investors
PKO Union
Investment
KBC Skarbiec Copernicus
Capital
BPH Legg
Mason
PZU Millennium Ipopema0
10 000
20 000
30 000
40 000
50 000
60 000
Aviva
Commercial
Union
ING PZU "Złota
Jesień"
Amplico (d.
AIG)
Axa Generali Aegon Nordea Allianz
Polska
PKO BP
Bankow y
Pocztylion Pekao Warta Polsat
0,0
20 000,0
40 000,0
60 000,0
80 000,0
100 000,0
120 000,0
140 000,0
160 000,0
2007-0
1-3
1
2007-0
2-2
8
2007-0
3-3
1
2007-0
4-3
0
2007-0
5-3
1
2007-0
6-3
0
2007-0
7-3
1
2007-0
8-3
1
2007-0
9-3
0
2007-1
0-3
1
2007-1
1-3
0
2007-1
2-3
1
2008-0
1-3
1
2008-0
2-2
9
2008-0
3-3
1
2008-0
4-3
0
2008-0
5-3
1
2008-0
6-3
0
2008-0
7-3
1
2008-0
8-3
1
2008-0
9-3
0
2008-1
0-3
1
2008-1
1-3
0
2008-1
2-3
1
2009-0
1-3
1
2009-0
2-2
8
2009-0
3-3
1
2009-0
4-3
0
2009-0
5-3
1
2009-0
6-3
0
2009-0
7-3
1
2009-0
8-3
1
2009-0
9-3
0
2009-1
0-3
1
2009-1
1-3
0
2009-1
2-3
1
2010-0
1-3
0
2010-0
2-2
8
2010-0
3-3
1
2010-0
4-3
0
Assets
(P
LN
th
ou
san
d)
0,0%
5,0%
10,0%
15,0%
20,0%
25,0%
30,0%
35,0%
Sh
are
of
Eq
uit
y F
un
ds' A
sse
ts in
MF
's p
ort
folio
s (
in %
)
0,0
50 000,0
100 000,0
150 000,0
200 000,0
250 000,0
2007-0
1-3
1
2007-0
2-2
8
2007-0
3-3
1
2007-0
4-3
0
2007-0
5-3
1
2007-0
6-3
0
2007-0
7-3
1
2007-0
8-3
1
2007-0
9-3
0
2007-1
0-3
1
2007-1
1-3
0
2007-1
2-3
1
2008-0
1-3
1
2008-0
2-2
9
2008-0
3-3
1
2008-0
4-3
0
2008-0
5-3
1
2008-0
6-3
0
2008-0
7-3
1
2008-0
8-3
1
2008-0
9-3
0
2008-1
0-3
1
2008-1
1-3
0
2008-1
2-3
1
2009-0
1-3
1
2009-0
2-2
8
2009-0
3-3
1
2009-0
4-3
0
2009-0
5-3
1
2009-0
6-3
0
2009-0
7-3
1
2009-0
8-3
1
2009-0
9-3
0
2009-1
0-3
1
2009-1
1-3
0
2009-1
2-3
1
2010-0
1-3
0
2010-0
2-2
8
2010-0
3-3
1
2010-0
4-3
0
As
sets
(P
LN
th
ou
san
d)
0,0%
5,0%
10,0%
15,0%
20,0%
25,0%
30,0%
35,0%
40,0%
45,0%
Sh
are
of
eq
uit
ies i
n P
F's
ass
ets
(in
%)
Most effective marketing strategy : to attract „anchor” investors Most effective marketing strategy : to attract „anchor” investors
9
Demand for shares &
high valuation
Demand for shares &
high valuation
Offering origination
Execution
� In depth due diligence
� Risk factors management
� Realistic valuation discussion
� Offer structure tailored to market
expectations & practice (freefloat)
Transaction momentum
Attracting investors
Avoiding dealbrakers
� Attention on global trends
� Market conditions on WSE
� Positive sentiment towards sector and foreign entities
� Competitive public offerings offers
� Bulgarian economy perspectives
� Strong equity story
� Comprehensive equity research (trusted, renown analyst)
� Market education (pilot fishing, premarketing, etc.)
� Effective marketing maximising valuation
� Allocation effecting with strong investors base
� Price drivers: Polish institutional investors
� Liquidity: Polish retail incl. high net worth
individuals
� International i.e. Reg S, 144a (as an option)
� No material business risks
� No legal risks
� Corporate governance in line
with WSE practice
� No material related party transactions
(no funds transfer risk)
� Profitable business model
� Leading position in sector
� Size (expected market capitalisation)
� Experienced, quality Management
� Credible owners
Company and its owners
Key factors of the IPO success
� Comprehensive prospectus
� Up do date IFRS financials
� Value drivers
� Clear strategy, credible business plan,
effective use of proceeds
� Positioning vs peer group
Equity story & presentation
10
Choosing IPO momentum
Investors will „buy” the future of the company, historical data is only a point of reference for estimated forecasts.
They will also verify IPO efficiency against other methods of financing.
Investors will „buy” the future of the company, historical data is only a point of reference for estimated forecasts.
They will also verify IPO efficiency against other methods of financing.
financial
results
time
Acquisitions, investments,
internal restructuring, etc.
Base for future growth
IPOPast performance forecasts
Predictable
growth
11
Advisors appoint.Working groups organisationDetailed timetable discussion
Preparation phase
Determiningthe IPOstructure
Drafting the issue prospectus
Financial statements availability
Valuation exercise
Relevant EU FSA procedure
Equity researchreport preparation
1-3 months VI monthI month II month III month V monthIV month
PremarketingRoadshow
Passporting prospectus in Polish FSA & publication
Discussion on the valuation
Due diligence
General Meeting of Shareholders
Example of the WSE IPO timetable
WSE listing
Key factors of the timetable
� Restructuring the issuer (group consolidation, shareholders` tax optimisation, etc.).
� Smoothness of the due diligence process (documentation accessibility, etc.).
� Availability of financial statements to the prospectus.
� Consensus between shareholders and lead manager as to potential value at IPO and the offer structure.
� Timing and complexity of relevant legal actions including EU FSA prospectus approval procedure.
� Market trends i.e.: investors` sentiment towards IPOs or sector, concurring IPOs.
Quarterly abbreviated financials update
Pricing, allocation, subscription
Discussion on thecorporate governance
Restructuring phase
Execution phase
12
Road showBookbuilding
� Working on equity story
� Equity research report preparation
� Preparing roadshow presentation
� Management training
� Presounding meetings with selected
investors – pilot fishing (as an option)
� Launch of limited PR activities (corporate PR)
� Full scale PR/IR campaign
� Publishing of the prospectus
� Equity research report distribution
� Presentation for sales team
� Investor meetings with bookrunners’ analysts
� Gathering investors’ feedback
� Recommendation on the price range
� Roadshow in Poland/internationally:
- one-on-one Management meetings,
- group meetings.
� Bookbuilding
� Recommendation on pricing and allocation
Execution phase & marketing effort
PremarketingFSA procedure
Prospectus approval by the Polish FSA
Setting the price range
Setting the issue price
Overlaping efforts - assuring reliable investors` feedback
Process of market education: gaining continuous feedback from investors and providing
issuer with recommendation as to the transaction status and feasibility.
Advisors` should be always „on the same page” with the issuer.
Process of market education: gaining continuous feedback from investors and providing
issuer with recommendation as to the transaction status and feasibility.
Advisors` should be always „on the same page” with the issuer.
13
POLISH BROKER
Global coordinator, Polish bookrunner, Polish Offering Agent
POLISH BROKER
Global coordinator, Polish bookrunner, Polish Offering Agent
Legal advisorLegal advisor
Scope of roles in the IPO
BULGARIAN/INTERNATIONAL BROKER
Joint co-leader, International bookrunner
BULGARIAN/INTERNATIONAL BROKER
Joint co-leader, International bookrunner
� Discussion with WSE re. listing requirements
� Feedback from Polish institutional investors
� Valuation exercise
� Structure of the IPO
� Participating in drafting sessions of the prospectus
� Polish FSA, WSE, National Depository for Securities procedures
� Equity research report
� Road-show presentations
� Premarketing among Polish institutional investors
� Price range recommendation
� Polish roadshow
� Bookbuilding
� Price and allocation recommendation
� Subscription and settlement
� Feedback from international investors
� Participation in valuation exercise
� Structure of the IPO
� Participation in drafting sessions of the prospectus
� Road-show presentations
� Equity research report
� Premarketing among international institutional investors
� Price range recommendation
� International roadshow
� Bookbuilding
� Price and allocation recommendation
� Advising in the legal aspects of the Offering structure & execution
� Drafting of the issue prospectus
� Relevant Governing Bodies procedures in the mother country
� Preparation of all relevant resolutions
� Advising on the corporate governance
AuditorAuditor
� Opinions to the IFRS financial statements
� Opinions to the pro-forma statements
� Opinions to the forecasts
� Comfort letters
as an option
as an option
PR ardvisorPR ardvisor
14
Subsidiary
IssuerIssuer
shares
InvestorsInvestors
Position in management
/supervisory board,
shares
Subsidiary Subsidiary
Subsidiary
Potential risk of profit transfer may be a
dealbreaker for minority investors
Avoiding related party transaction risks
Equal rights
ShareholdersShareholders
15
ISSUERISSUER New shares
Sale of existing shares
New shares
Sale of existing shares
Institutional Investors:- Polish - International* (as an option)
Institutional Investors:- Polish - International* (as an option)
Polish retail investorsPolish retail investors
Clawback facility
80%
20%
Hypothetical IPO structure
Shareholders(as an option)
Shareholders(as an option)
� The split of the IPO between institutional and individual investors should assure:
� stability of the shareholders structure (institutional investors), and
� appropriate liquidity of shares (retail investors).
� Split between Polish and international investors based on pricing sensitivity*.
� Potential sale of existing shares options to be carefully addressed :
� investors strongly prefer to fuel the company than finance shareholders pockets,
� sale of shares may be perceived as a lack of confidence in future growth.
� Remaining existing shares stake shall be locked-up (min. 12 months).
� WSE investors strongly prefer shares over depositary receipts (none listed yet).
*Based on market practice transactions of the size up to 100m EUR do not require marketing among
foreign investors (not active on the WSE).
*Based on market practice transactions of the size up to 100m EUR do not require marketing among
foreign investors (not active on the WSE).
16
� Acquiring financing for the further expansion – access to the significant pool of Polish sophisticated institutional investors
(approx. EUR 25 bn under management in shares).
� Marketing impact improving brand awareness among:
� potential contractors in Poland,
� financial investors.
� PLC status - improving credibility among the contractors (suppliers & clients).
� Transparency due to disclosure obligations - improving credibility among financial institutions (decreasing financial costs).
� Equity analysts coverage: analysts comments and reports, support of the aware investors.
� Listing among increasing number of foreign issuers on the most dynamically growing CEE capital market.
� Acquiring market valuation of the possessed stakes on the liquid and regulated market.
� Liquidity of the market – possibility of selling shares during IPO or after.
� Adjusting company corporate culture to comply with international corporate governance standards.
� Polish market standards and legal requirements complying with EU law - regulations adjusted to international
investors and shareholder's needs.
� Relatively easy and cost effective further capital increase opportunity.
Key benefits from the WSE IPO
17
BRE Bank Securities(Dom Inwestycyjny BRE Banku S.A.)
00-684 Warsaw 47/49 Wspólna Str.
Polandwww.dibre.pl
Tel. +48 22 697 47 10
19
Estimated transaction & listing costs
Listing costs
National Depository of Securities (NDS) Fees
� Registration Fee – 0,01% of the shares value (not less than PLN 2,500 (EUR 625) & not more than PLN 100,000 (EUR 25,000))
� other minor fees apply
Warsaw Stock Exchange (WSE) Fees
� Introducing to trading Fee – 0.03% (not less than PLN 8,000 (EUR 2,000) & not more than PLN 96,000 (EUR 24,000))
� Access to trading Fee – PLN 3,000 (EUR 750)
� other minor fees apply
Annual Fees
� Participation Fee – PLN 6,000 (EUR 1,500) - NDS
� Listing Fee – 0.02% of the shares value (not less than PLN 9,000 (EUR 2,250) & not more than PLN 70,000 (EUR 17,500))* - WSE
� other minor fees apply
* In the first year of listing, the Listing Fee is 50% of the Registration Fee
Transaction costs
Investment Bank remuneration
� fixed fee – management fee for the transaction origination
� success fee – placement/underwriting fee calculated as % of value of shares allocated to investors
Legal counsel
� fixed fee – documentation and transaction advisory
Auditor
� fixed fee – opinion to financial statements, opinion to forecast
PR advisor
� retainer fee – media relations, advertisements, prospectus printing, etc.
21
Financial Statements in the prospectus
General obligations regarding historical financial information included in the prospectus:
� Audited historical financial information covering the latest 3 financial years;
� Audited historical financial information for the last two years presented and prepared in a form consistent with that which will be
adopted in the issuer’s next published annual financial statements.
� Audited pro-forma financial information in the case of a „significant gross change” (25%) in any measure of issuers size.
� If the prospectus dated more than nine months after the end of the last audited financial year – interim financial information must be
included (may be unaudited) covering at least the first six months (incl. comparative statements data).
� The last year of audited financial information not older than one of the following: (a) 18 months from the date of the prospectus if the
issuer includes audited interim financial statements in the prospectus; (b) 15 months from the date of the prospectus if the issuer
includes unaudited interim financial statements in the prospectus.
� If quarterly or half yearly financial information published – must be included in the prospectus (with audit of review report, if prepared).
Issuers with complex financial history:
� Where the issuer has a complex financial history, or has made a significant financial commitment, and in consequence the inclusion in
the prospectus of certain items of financial information relating to an entity other than the issuer is necessary in order to satisfy the legal
obligations, those items of financial information shall be deemed to relate to the issuer.
� Where, in the individual case, the obligation to include financial information required by the regulation may be satisfied in more than one
way, preference shall be given to the way that is the least costly or onerous.
� The scope of financial information to be included in the prospectus of issuers with complex financial history should be carefully
discussed with auditors and legal counsel. Seeking acceptance of Polish FSA before filing the prospectus for approval is also
recommended.
Investors expectations
� Most up to date financial information must be included.
� IFRS standard required (in case of consolidation IFRS is required formally).
23
Pre-Emptive Rights Offering BRE BANK S.A. - case study
Details of the transaction
Deutsche Bank AG, London Branch
Global Coordinator
Commerzbank Corporates & Markets
Joint Lead Manager
DI BREDomestic Lead Manager / Offering Agent
EUR 38.9 per shareIssue price
Investors entitled to exercise pre-emptive rights
Structure of the offering
12,371,200 of shares (capital increase)
Shares offered
EUR m 483.9Transaction value
12,371,200Number of shares
Pre-Emptive Rights OfferingTransaction type
WSEMarket
BRE Bank S.A.Issuer
Offering highlights
BRE Bank share price performance vs WIG index
� All shares offered by BRE Bank in its rights issue have been subscribed
with x1,6 oversubscription.
� The Bank raised its capital by 42% i.e. EUR 4.84 bn.
� Investors subscribed 19,337,786 new shares in total, thus exercising all
their pre-emptive rights.
� Commerzbank, BRE Banks' main shareholder with 69.8% of voting
capital, fully exercised its pre-emptive rights.
� Consequently, the demand for the Bank’s shares exceeded by
6,966,586 the number of shares offered.
� The TERP (theoretical ex-right price) discount reached 33,5% and was in
line with other banks` offerings in Europe.
80
100
120
140
160
180
200
2009
-06-
0220
09-0
6-16
2009
-06-
3020
09-0
7-14
2009
-07-
2820
09-0
8-11
2009
-08-
2520
09-0
9-08
2009
-09-
2220
09-1
0-06
2009
-10-
2020
09-1
1-03
2009
-11-
1720
09-1
2-01
2009
-12-
1520
09-1
2-29
2010-0
1-12
2010-0
1-26
2010
-02-0
920
10-0
2-23
2010
-03-
0920
10-0
3-23
2010
-04-
0620
10-0
4-20
2010-0
5-04
2010-0
5-18
2010
-06-0
1
BRE Bank
WIG
%
Largest bank`s public offering in CEE 2010.
24
Details of the transaction
Structure of the offer
Retail investors
15.2%
Employees
3.0%
Institutional investors
81.8%
LWB share price performance vs WIG index
90
100
110
120
130
140
20
09
-06
-25
20
09
-06
-29
20
09
-07
-03
20
09
-07
-07
20
09
-07
-11
20
09
-07
-15
20
09
-07
-19
20
09
-07
-23
20
09
-07
-27
20
09
-07
-31
20
09
-08
-04
20
09
-08
-08
20
09
-08
-12
20
09
-08
-16
20
09
-08
-20
20
09
-08
-24
20
09
-08
-28
20
09
-09
-01
20
09
-09
-05
20
09
-09
-09
20
09
-09
-13
20
09
-09
-17
20
09
-09
-21
20
09
-09
-25
20
09
-09
-29
20
09
-10
-03
20
09
-10
-07
20
09
-10
-11
BOGDANKA WIG
IPO LW Bogdanka SA – case study
19.06.2010Date
Increasing coal extraction Use of proceeds
Local and international (Reg S)Distribution
DI BRELead Manager
EUR 10.56 per shareIssue price
EUR 9.24 – 10.56 per sharePrice range (PLN)
81.8% - Institutional investors
15.2% - Relail investors
Structure of the offering
32.3% of shares (capital increase)Shares offered
EUR 116.2 mTransaction value
11,000,000Number of shares
Initial Public OfferingTransaction type
WSEMarket
Bogdanka S.A.Issuer
IPO of LW Bogdanka worth PLN 528 m reopening the EMEA ECM market in 2009
� 1st largest IPO in EMEA capital markets since NWR offering in May 2008 and
Enea in November 2008.
� Reopening IPO market for institutional and retail investors in Poland.
� Strong demand allowed for pricing at the top price range level EUR 10.56 and
positive opening of the stock +16%.
� Market capitalisation increased at WSE from EUR 0.35 bn (at issue price) to
EUR 0.55 bn.
� Valuation came at 25% premium to its peer group (based on P/E 09P
multiple).
Offering highlights
Demand : Institutional investors 7.5x Retail investors 8,9x
25
IPO PGE domestic retail offering – case study
02.11.2010Date
EUR 5.41 per shareTransaction price
domestic retail syndicate memberRole of DI BRE
EUR 10,588,235,294Total demand
EUR 1,404,426,000Transaction value
259,513,500Number of shares
IPO – privatisationType of offer
WSEMarket
PGE S.A.Issuer
Details of the transaction
Second largest Polish privatisation IPO ever, with BRE as the leader in domestic retail distribution.
Global offering distribution
� Total demand amounted to EUR 11 bn (including retail demand of PLN 6 bn)
� DI BRE as the leader in retail distribution of PGE shares with 32.6% market
share in total retail demand
� DI BRE attracted the highest number of retail investors in PGE IPO – 48.9%
share in the total volume of retail orders
� DIBRE as major distributor among retail with 5% share in global allocation and
18.5% in global demand
Offering highlights Demand breakdown – retail offering
DI BREDI BRE
21other
Polish brokers
32.6%
67.4%
21other Polish
brokers
DI BREDI BRE
Institutional
Retail
15%
85%
5%10%
85%