News

New listing of ZABKA GROUP SOCIETE ANONYME

Żabka Group’s IPO Opens a New Chapter in the History of the Warsaw Stock Exchange

The Żabka Group was newly listed on the Main Market of the Warsaw Stock Exchange (GPW) on 17 October 2024. The opening price was PLN 23 per share, nearly 7% higher than the public offering price. The sale of shares of the Żabka Group was the fourth largest offering in the history of the Warsaw Stock Exchange and the fourth largest IPO in Europe this year.

The new listing of the Żabka Group on the Warsaw Stock Exchange is one of the major events on the Polish capital market in recent years. In its public offering, the Żabka Group sold 300 million shares, setting the price at PLN 21.5 per share. The offering value ranks it as the largest IPO on the Warsaw Stock Exchange since Allegro’s IPO in 2020, with the company’s valuation at PLN 21.5 billion. These figures and investor interest show that the capital market fulfils its role and the Warsaw Stock Exchange continues to be a symbol of growth. 

“We have waited a long time for this exceptional listing. The Żabka Group’s IPO opens a new chapter on our trading floor: the return of issuers to the Polish stock exchange. This sends a signal to other companies that it is high time to think about listing. The new chapter also concerns individual investors who rushed to buy the shares in Żabka and who, I hope, will stay on the Exchange and invest in companies listed in Poland in the long term,” said Tomasz Bardziłowski, President of the GPW Management Board.

The Żabka Group is the 411^th company listed on the GPW Main Market and the sixth new listing on the Main Market in 2024.

Key information:

* based on the selling price of the shares equal to PLN 21.50

Issuer’s history and business

Zabka Group, joint-stock company (société anonyme), incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at: 2, rue Jean Monnet L-2180 Luxembourg, Grand Duchy of Luxembourg, registered in the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, “RCS”) under number B263068; LEI 549300TU2RZ35E4ET914.

The Company is a holding company (and has no other business activity) and, together with its subsidiaries (including during the period prior to the incorporation of the Company on 2 December 2021, “Group”), operates a “technology-enabled end-to-end convenience ecosystem.” This includes a chain of modern stationary stores designed to meet the growing demand for convenience, with QMS (Quick Meal Solutions - coffee, hot dogs, healthy snacks, sandwiches, etc.) products and services underpinning its differentiated offerings, as well as unmanned autonomous stores, an acclaimed customer mobile app, D2C (direct to consumer) meal services, and instant online grocery shopping (eGrocery). The Group’s mission is to create value by simplifying customers’ daily lives to “free up their time” while promoting a responsible approach to products, packaging, customers, franchisees, suppliers, and the wider environment.

The Group’s Total Addressable Market (“TAM”) reached PLN 584 billion in 2023 and is forecast to grow at a compound annual growth rate (CAGR) of 4.6% between 2023 and 2028 (source: OC&C). Żabka’s Direct Addressable Market (“DAM”), corresponding to its current offering of same-day consumer missions, is worth PLN 113 billion and is expected to grow at an average annual growth rate (CAGR) of 8.6% between 2023 and 2028, ahead of TAM (source: OC&C).

The Group has proven a high capacity for new store launches, opening 1,100, 1,131, and 1,100 new stores in Poland in the years ended 31 December 2023, 2022, and 2021, respectively. Consequently, according to OC&C, the Group is the fastest growing convenience store chain in Poland and one of the most dynamic formats globally, with almost 6,397 new stores opened between 1 January 2018 and 30 June 2024 (approximately three new stores opened per day).

The Group recently expanded its operations by entering the highly attractive Romanian market through the acquisition of DRIM, a top 10 distributor in Romania. This deal gave the Group access to a developed logistics infrastructure serving 13,000 physical locations and a proven network of suppliers. The Group has opened more than 20 stores in Romania and anticipates that the rate of growth of its stationary store chain in the new market will gradually increase as it adapts its offering to the preferences of Romanian consumers.

The Group plans to open approximately 1,100 stores in 2024 and continue to open more than 1,000 stores per year in the medium term in Poland and Romania to reach approximately 14,500 stores in Poland by 2028.

The stationary stores are operated under Żabka’s tailored scalable franchise model.

The Group has an advanced digital offering which includes a direct-to-customer delivery service solution for diet catering (Maczfit), a D2C platform operator for comparing and ordering boxed diets (Dietly), eGrocery providers, i.e. instant online grocery shopping (delio, Jush!), and autonomous stores (Nano) (Digital Customer Offering (“DCO”)).

The range of modern stationary stores is supplemented by Żabka Nano autonomous stores operating in 44 locations in Poland and Germany as at 30 June 2024. These unmanned shops, which are open 24/7 on all days of the week, use a specially developed technology that makes it possible to cover locations inaccessible to typical Żabka stores.
 

Public offering:

In the Offering, the Offered Shares were offered by the Selling Shareholders, i.e. the following shareholders of the Company:

• Heket Topco S.à r.l., non-public limited liability company (société à responsabilité limitée),
• PG Investment Company 1113B S.à r.l., non-public limited liability company (société à responsibilité limitée),
• European Bank for Reconstruction and Development, an international organisation established by treaty, with its headquarters in London,
• Amphibian 2 S.à r.l., non-public limited liability company (société à responsabilité limitée),
• Jacques de Vaucleroy.

The public offering included:  

• up to 300,000,000 existing shares offered by selling shareholders
• 45,000,000 shares in an over-allotment option (the Selling Shareholders granted the Stabilising Manager the option to borrow and further to purchase Shares up to a maximum of 15% of the total number of Sale Shares).

Selling price of the shares: PLN 21.50

Allotment of the shares: 14 October 2024

345,000,000 existing shares offered by selling shareholders were allotted, including 15,000,000 existing shares allotted to Retail Investors.

The reduction rate in the Retail Investor Tranche was approximately 90%.

Public offering value:

• PLN 7,417,500,000 with the over-allotment option
• PLN 6,450,000,000 without the over-allotment option

Issuer’s shareholders after the public offering on the first day of trading: