New listing of the company SHOPER
The company SHOPER S.A. was newly listed on the GPW Main Market on 9 July 2021.
SHOPER S.A. is the 427th company listed on the Main Market and the ninth new listing on the Main Market in 2021.
* at the selling price of the shares in the public offering, i.e., PLN 47.00
Issuer’s history and business
The Company was founded in 2005 by Krzysztof Krawczyk and Rafał Krawczyk (“Founders”) as a partnership under the name Devarea s.c. with its seat in Kraków. The Founders decided to develop online retailer software in view of limited availability of such solutions dedicated to small and medium-sized enterprises. The first software version developed by Krzysztof Krawczyk had to be installed at each time on the hosting platforms of third-party vendors.
In 2010, the Company marketed SaaS (software as a service) online retailer software integrated with its proprietary hosting platform and added value services. As the SaaS model became increasingly popular, the Company invested in its development and gradually phased out the sale of licences for the installation of software on the hosting platforms of third-party vendors.
In 2011, the Founders established the open partnership Dreamcommerce – K. Krawczyk, R. Krawczyk Spółka Jawna, which was later transformed into the joint-stock company Dreamcommerce S.A. which has since operated in this legal form. In 2014, the Issuer launched Shoper Aplikacje open to third-party developers.
In 2015, the Company acquired interest in two SaaS online retailer platforms from Naspers (former owner of Allegro). The purpose of the deal was to acquire interest in the platform iStore operating in Poland, which was Shoper’s competitor. Investment in the Russian company InSales Rus O.O.O followed business arrangements with the seller as a condition required by the seller to sell the interest in iStore (bundled transaction). Shoper did not continue the activity in Russia and took steps to sell its interest in InSales, eventually sold in 2019.
In 2016, the company marketed the service Shoper Kampanie offered in partnership with Google. Shoper Kampanie provides automated execution of advertising campaigns and generation of online traffic for online retailers using the Shoper platform. With the development of Shoper Kampanie, Allegro and Facebook joined the Issuer’s business and technology partners (since 2019). As a result, the Issuer gained access to new streams of online traffic for retailers using the Shoper platform.
In 2017, the Company marketed the subscription service Shoper Premium dedicated to big online retailers who require extensive software functionalities and dedicated business and technology support.
In 2018, the Company marketed Shoper Przesyłki, a comprehensive logistics service offer for Shoper platform users, in partnership with InPost, Furgonetka and Apaczka. Also in 2018, to step up its growth, the Company attracted a financial investor: the fund V4C which operated in Central and Eastern Europe and had experience in investing in high-tech companies with a big growth potential.
In 2020, the Company marketed a Google browser retailer positioning service. In 2021, the Company’s name was changed from Dreamcommerce S.A. to Shoper S.A. in order to align it with the SaaS online retailer software, the category leader in Poland.
In 2021, the Company acquired interest in Web-Com Group sp. z o.o. to gain access to the technology platform (application) ErpBox supporting integration and automated data exchange across e-commerce operators. With the acquisition, the Company gained access to ErpBox, saving time and funding necessary to develop a proprietary product with similar functionalities. ErpBox is an SaaS solution which helps Shoper platform users optimise their operating expenses (e.g., cut the order processing time), improve sales across all channels (e.g., auction management on retail platforms), and access sales channels in Europe. ErpBox will be offered as a subscription service depending on the scale of Shoper users’ business. As a result of the acquisition of interest in the subsidiary, the Issuer is planning to achieve the following goals:
– acquire another 6.5-7.0 thousand Shoper users by 2026;
– generate positive EBITDA after 2023;
– generate return on investment after approx. 4 years.
ErpBox opens new opportunities for Shoper users, including improved integration with retail platforms supporting international sales (e.g., in Germany on Amazon and eBay), integration with warehouse and accounting systems (e.g., Subiekt, Enova, iFirma, Fakturownia, etc.), integrated order and inventory management. Retailers who use other solutions (SaaS or open source) can also use ErpBox.
ErpBox is the starting point for further development of online retailer process automation tools.
Public offering of existing shares
7,731,628 existing shares were offered by the selling shareholders in the public offering.
The selling shareholders included: (i) KFF S.a. r. l., (ii) Krzysztof Krawczyk, (iii) Rafał Krawczyk, (iv) Modhaus sp. z o.o. and V4C POLAND PLUS FUND S.C.A. SICAV FIAR with its seat in Luxembourg.
Shares selling price: PLN 47.00.
7,731,628 existing shares offered by the selling shareholders were allotted on 5 July 2021, including:
• 7,108,116 existing shares allotted in the Institutional Investor Tranche;
• 623,512 existing shares allotted in the Individual Investor Tranche.
The reduction rate in the Individual Investor Tranche was 92.5%.
There was no reduction in the Institutional Investor Tranche: the shares were allotted in accordance with the bookbuilding subscriptions.
Value of the public offering: PLN 363,368,516, equal to the value of sold shares (raised by the selling shareholders).
The shares were taken up by 2,991 investors.