News

New listing of the company CAVATINA HOLDING

The company CAVATINA HOLDING S.A. was newly listed on the GPW Main Market on 23 July 2021.
CAVATINA HOLDING S.A. is the 429^th company listed on the Main Market and the eleventh new listing on the Main Market in 2021.

Key information:

*at the issue price of series B shares offered in the public offering, equal to PLN 25.00 per share
 

I. ISSUER’S HISTORY AND BUSINESS
Cavatina Holding S.A. with its registered office in Kraków was founded under a notary deed of 19 July 2017. The Issuer was registered on 16 August 2017.
Certain key assets, including interest in selected special-purpose vehicles, were contributed to the Issuer in 2017 and 2018 by Cavatina Sp. z o.o., established in 2015.
Cavatina Holding S.A. and the group, of which the Issuer is the parent entity, are Poland’s biggest office space developer. The Group’s core business is to implement real estate development projects by constructing, managing, and renting office buildings and, in the case of attractive price offers, selling commercialised real estate.
(i) Cavatina GW Sp. z o.o., which is the general contractor in projects implemented by the Group,
(ii) more than 30 special-purpose vehicles responsible for individual projects,
(iii) a company which represents the Group in international markets,
(iv) Quickwork Sp. z o.o., which lets out shared office space in the Group’s real estate.
The Group operates in most of Poland’s biggest cities including: Warsaw, Kraków, Łódź, Wrocław, Katowice, and Gdańsk. The Group’s projects are known for outstanding architecture and quality of completion.
Two series of the Company’s bonds with a total nominal value of PLN 40,500,000 are listed on Catalyst (GPW ATS).

II. CHARACTERISTICS OF ADMITTED FINANCIAL INSTRUMENTS
The Issuer’s share capital is PLN 226,176,574 divided into 17,398,198 series A ordinary bearer shares with a nominal value of PLN 13 per share.

Series A ordinary bearer shares
(historically: series A, B, C, D shares issued in 2017-2018)

Series A shares – historically: 100,000 founding shares paid with cash, issued under the founding deed of 19 July 2017. 

Series B shares  - historically: 120,218,637 shares issued under a resolution of the General Meeting of 29 September 2017.
The shares were fully paid with contributions in kind including: interest in the share capital of Cavatina GW sp. z o.o., Deweloper Media sp. z o.o., Carbon Tower sp. z o.o. The issue price was equal to the nominal price. The value of the contributions in kind was determined by an expert valuator. 

Series C shares  - historically: 55,394,789 series C shares issued under a resolution of the General Meeting of 26 February 2018.
The shares were fully paid with contributions in kind including: interest in the share capital of Diamentum Office sp. z o.o. and 100K sp. z o.o. The issue price was equal to the nominal price. The value of the contributions in kind was determined by an expert valuator. 

Series D shares – historically: 50,463,148 series D shares issued under a resolution of the General Meeting of 31 July 2018.
The series D shares were fully paid with contributions in kind of the company EQUAL I Sp. z o.o
The issue price was equal to the nominal price. The value of the contributions in kind was determined by an expert valuator. 

According to a resolution of the Extraordinary General Meeting of 19 March 2021 concerning re-split of the Company’s shares and amendment of the Articles of Association, all ordinary bearer shares of series A, B, C and D became shares of a new series A. According to the resolution, the nominal value of the Company’s shares was raised from PLN 1 to PLN 13 per share, i.e., by PLN 12 per share, without changing the value of the Company’s share capital.
The re-split of the Company’s shares was combined with a pro rata reduction of the total number of the Company’s shares from 226,176,574 shares to 17,398,198 shares by merging each 13 shares of the Company into a single share of the Company with a nominal value of PLN 13.

Current number of series A shares: 17,398,198

PUBLIC OFFERING
The Issuer offered 7,500,000 series B ordinary bearer shares in the offering including:

• 907,440 shares in the Individual Investor Tranche (average reduction rate in the tranche: 37.2%); 
• 6,592,560 shares in the Institutional Investor Tranche.

Final issue price: PLN 25 
Value of the public offering: PLN 187,500,000 

Purpose of the issue:

• to purchase land by way of loans issued to subsidiaries
• to finance capital expenditure
• to repay borrowings

Shareholder structure as at the date of the prospectus (before the public offering)
As at the date of the prospectus, the sole shareholder of the Issuer was Cavatina sp. z o.o., holding 17,398,198 shares and votes representing 100% of the share capital and 100% of the total vote.
The ultimate beneficial owner who controls the Issuer is Michał Dziuda (Chairman of the Supervisory Board of the Issuer) who held 92% of shares of Cavatina sp. z o.o. as at the date of the prospectus.

Expected shareholder structure after the public offering

Securities introduced to trading on GPW (currently): 

• 7,500,000 rights to series B ordinary bearer shares.

Securities introduced to trading on GPW (in future):

• 17,398,198 series A ordinary bearer shares and 
• 7,500,000 series B ordinary bearer shares 

subject to the registration of the share capital increase as a result of the series B shares issue.