News

New listing of the company ONDE

13

2021-07-19 12:41:28

The company ONDE S.A. was newly listed on the GPW Main Market on 19 July 2021.
ONDE S.A. is the 428th company listed on the Main Market and the tenth new listing on the Main Market in 2021.

Key information:


company name 

ONDE S.A.

companies listed on the market 

428

new listing in 2021 

10  

market (main/parallel)

Main market 

business sector

Renewable energy

companies in the sector

4

seat

Toruń

Polish/foreign

(other listing markets)

Polish

core business

The core business of the Issuer’s group includes the following business segments: (i) RES construction including two areas: wind farm construction and photovoltaic farm construction, (ii) civil engineering, and (iii) RES projects since March 2021.

offering/sale
(Y/N, private/public)

Public offering: 

  • 8,250,000 New Issue Shares offered by the Company in the Offering,
  • 8,846,700 Sold Shares offered by the Offerors in the Offering, i.e. Erbud S.A. and Jacek Leczkowski

public offering value:

PLN 444,514,200 including:

  • new issue value (raised by the Issuer): PLN 214,500,000,
  • value of sold shares (raised by the selling shareholders): PLN 230,014,200

reference price

PLN 26.00 PLN (price in the public offering)

company valuation*

PLN 1,216,280,000 (before the registration of new issue shares)

PLN 1,430,780,000 PLN (after the registration of new issue shares)

value of introduced instruments*

PLN 214,500,000 PLN – rights to series E shares

PLN 1,216,280,000 PLN – series A – D shares

% free float 
(below 5% in shares covered by the application)

54.84% in rights to series E shares; 

20.98% in existing series A-D shares;

19.28% in existing series A-D shares and new series E shares;

free float value* 
in shares covered by the application

PLN 117,624,000 in rights to shares

PLN 255,152,950 in existing series A-D shares

PLN 275,900,950 in existing series A-D shares and new series E shares 

% free float in all shares (below 5%)

54.84% in rights to series E shares; 

20.98% in existing series A-D shares;

19.28% in existing series A-D shares and new series E shares;

free float value * in all shares

PLN 117,624,000 in rights to shares

PLN 255,152,950 in existing series A-D shares

PLN 275,900,950 in existing series A-D shares and new series E shares 

Investment Firm

TRIGON DOM MAKLERSKI SA

Legal Advisor

Greenberg Traurig Grzesiak sp.k. in Warsaw

Auditor

PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. in Warsaw

*at the issue price of series E shares and the selling price of shares, i.e., PLN 26 

Issuer’s history
The Issuer goes back to 1991 when the Company’s legal predecessor, Przedsiębiorstwo Robót Drogowych w Toruniu was founded. The Company was established under a notary deed of 25 September 1998 in Toruń. The Company was registered on 18 July 2001 in the business register of the National Court Register by the District Court in Toruń, 7th Commercial Division of the National Court Register, entry no. 0000028071. The Company’s name was changed to ONDE S.A. in 2021.

Issuer’s business
The core business of the Issuer’s group includes the following business segments: (i) RES construction including two areas: wind farm construction and photovoltaic farm construction, (ii) civil engineering, and (iii) RES projects since March 2021.
The Company specialises in comprehensive construction projects for the RES segment, including photovoltaic farm construction and wind farm construction. In both areas, the Company provides construction services selected by clients, offers BoP and BoS projects (all services excluding wind turbines and solar modules), and offers end-to-end investment projects as an EPC (turn-key) service.
Historically, the Company has focused on civil engineering. The Company offers comprehensive road construction services, including construction and maintenance of roads, pavements, car parks and manoeuvring areas, diverse bituminous surface and paving works, sewage, drainage and land improvement works, permanent and temporary road marking and signage, street lights and illumination, demolition, foundations, digging and earthworks, soil replacement, ground strengthening, sale of bituminous mixtures. The Company provides design-and-build services in this segment as a contractor responsible for the design and construction of a project up to completion.
The RES project segment focuses on the development, construction, and sale or operation of photovoltaic and wind farm projects.
The group includes the Company and the following subsidiaries: WTL20 sp. z o.o.; WTL40 sp. z o.o.; WTL80 sp. z o.o.; WTL100 sp. z o.o.; WTL120 sp. z o.o.; WTL130 sp. z o.o.; WTL140 sp. z o.o.; WTL150 sp. z o.o.; WTL160 sp. z o.o.; WTL170 sp. z o.o.; IDE Projekt; Cyranka sp. z o.o.
The Company has no affiliates.
The Company’s direct parent entity within the meaning of Article 4(14) of the Offering Act is Erbud, which holds 87.87% of the Existing Shares and of the total vote.

Issuer’s strategy
The strategy of the Group relies on three key pillars:
(i) position of the wind farm construction leader and a leading position in the dynamically growing segment of photovoltaic farm construction in Poland;
(ii) expected growth of the green energy production segment, in particular wind and photovoltaic energy production in Poland up to 2040 in connection with the New Green Deal and Poland’s Energy Policy up to 2040, providing for growth and support of wind farm and photovoltaic farm development in Poland;
(iii) maintenance and utilisation of available proprietary resources and collaboration with the Erbud Group which has more than 30 years of experience in civil engineering and infrastructure construction in Poland and Western Europe.

Public offering
In total, 17,096,700 Offered Shares were offered in the Offering, including:

  • 8,250,000 New Issue Shares offered by the Company in the Offering, 
  • 8,846,700 Sold Shares offered by the Offerors in the Offering, i.e., Erbud S.A. and Jacek Leczkowski.

Total number of New Issue Shares offered by the Company in the Offering to Individual Investors: 1,367,736 shares, i.e., 8% of all Offered Shares.
Total number of New Issue Shares offered by the Company in the Offering to Institutional Investors: 6,882,264 shares.
Total number of Sold Shares offered by the Offerors in the Offering to Institutional Investors: 8,846,700 shares.
Total number of shares offered by the Company and the Offerors in the Offering to Institutional Investors: 15,728,964 shares, i.e., 92% of all Offered Shares.

Issue price/selling price of the shares: PLN 26.00.

On 8 July 2021, the Company’s Management Board passed a resolution allotting New Issue Shares. According to the resolution, the Company’s Management Board allotted the maximum number of New Issue Shares offered by the Company in the Offering, i.e., 8,250,000 New Issue Shares offered by the Company in the Offering, as follows:

1) 1,367,736 New Issue Shares were allotted by the Management Board to Individual Investors
2) 6,882,264 New Issue Shares were allotted by the Management Board to Institutional Investors

The reduction rate in the Individual Investor Tranche was 89.426%.

On 8 July 2021, under the terms of the agreement between the Offerors and the Coordinator, following bookbuilding, subscriptions by Institutional Investors and subscriptions by Substitute Investors, the Offerors decided to set the number of Sold Shares allotted to the Institutional Investors. The total number of Sold Shares allotted to the Institutional Investors is equal to the maximum number of Sold Shares offered by the Offerors in the Offering, i.e., 8,846,700 Sold Shares.

Value of the public offering: PLN 444,514,200, including:

  • value of the new issue (raised by the Issuer): PLN 214,500,000,
  • value of sold shares (raised by the selling shareholders): PLN 230,014,200.

Purpose of the issue
According to the prospectus, the Issuer expected to raise PLN 170-220 million net from the issue of New Shares, to be invested as follows:

  • PLN 60-70 million to refinance acquisitions closed before the Prospectus Date in the development of the Company’s RES project business segment under the develop, build and sell model,
  • PLN 15-20 million to develop 241 MW photovoltaic farm projects at an early stage,
  • PLN 95-130 million to finance acquisitions of special-purpose vehicles, including some projects at an early phase of negotiations under memoranda of understanding.

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