Warsaw, Poland: TAURON Polska Energia S.A. (“TAURON” or the “Company“, and together with its subsidiaries the “TAURON Group”), the second largest vertically integrated utility in Poland and one of the largest in Central and Eastern Europe in terms of installed capacity and production volumes, today announces its majority shareholder’s - the Polish State Treasury - intention to conduct an initial public offering of the Company’s shares in Poland (the “Offering”) and the Company’s intention to seek admission to list on the main market of the Warsaw Stock Exchange.
Commenting on today’s announcement, Mr. Dariusz Lubera, President of the Management Board of the Company, said:
“We are delighted to be announcing TAURON’s Initial Public Offering and TAURON’s intention to seek admission to listing on the main market of the Warsaw Stock Exchange. Since 2007, we have been making progress on corporate restructuring, modernising our generation, distribution, and supply assets and streamlining our processes so as to create an efficient vertically integrated company. We intend to list the Company in Warsaw enabling the public to own stock and benefit from future growth. We believe in the growth prospects of Poland and in TAURON’s ability to strengthen its position in the Polish energy market. We are very well-positioned to satisfy the growing demands of our customers.”
TAURON Group Overview
The TAURON Group is the second largest vertically integrated utility in Poland and one of the largest in Central and Eastern Europe in terms of installed capacity and production volumes. The TAURON Group is the largest energy distributor in Poland as well. The TAURON Group is active in the following business segments: (i) Mining, which encompass two hard coal mines representing 20% of Polish recoverable hard coal resources and covering c. 30% of the Company’s hard coal needs for power generation, (ii) Generation, consists of production of electricity and heat from conventional energy sources with total achievable capacity of 5.4GW, (iii) Renewable Energy, which consists of electricity generation from renewable energy sources with total achievable capacity of 131MW, (iv) Wholesale Energy Trading, (v) Distribution of electricity through the ownership of two regulated distribution networks covering about 17% of Poland, and (vi) Supply of electricity to over 4 million electricity retail customers. TAURON also operates in other areas, in particular heat distribution. The total achievable electricity generation capacity of TAURON at the end of 2009 was approximately 5.6 GW, representing approximately 16% of the achievable capacity in Poland. In 2009, TAURON total net electricity generation reached approximately 18.6 TWh. In 2009, TAURON’s EU IFRS consolidated revenues totalled PLN 13,634m (EUR 3,143m), consolidated EBITDA 1 was PLN 2,580m (EUR 595m)2 , while 2009 EBITDA margin was 18.9%.
The Offering
The Offering in Poland and admission to listing on the Warsaw Stock Exchange are subject to receipt of all necessary regulatory approvals, including the relevant registrations, approvals and/or notifications by the Polish Financial Supervision Authority, registration with the Polish National Depository for Securities and admission to trading on the main market of the Warsaw Stock Exchange. The Offering will be addressed to retail and institutional investors in Poland and selected institutional investors abroad.
The Offering will be comprised of secondary shares, representing around 52% of the current share capital of the Company, offered for sale by the Polish State Treasury. Following the Offering, the Polish State Treasury’s shareholding will be reduced from 87.5% as at 30 April 20103 to around 34% if all of the offer shares are purchased by investors. The Offering is expected to be completed during the second quarter of 2010, market conditions permitting.
UBS Investment Bank and UniCredit CAIB Poland are acting as Global Coordinators. Merrill Lynch International, ING, UBS Investment Bank and UniCredit CAIB Poland are acting as Global Joint Bookrunners. The consortium also includes DI BRE Banku and DM PKO BP as Domestic Co Bookrunners and DM BOS and DM Trigon as Domestic Managers. UniCredit CAIB Poland is the offering agent for the purposes of the Offering in Poland.
..........................................................................................................................
1 EBITDA consists of operating profit plus depreciation, amortization and impairment of non-financial assets. EBITDA by segment consists of profit/(loss) from continuing operations before tax and net finance revenue (costs) per segment, plus depreciation, amortization and impairment of non-financial assets per segment. EBITDA is not a measure of operating profit, operating performance or liquidity under IFRS. EBITDA is a measure the TAURON Group uses in managing its business, and the Management Board believes that EBITDA is commonly reported and widely used by investors in comparing performance on a consistent basis without regard to depreciation and amortization policies, which can vary significantly depending upon accounting methods (particularly when acquisitions have occurred) or other non-operating factors.
2 EUR/PLN fx rate of 4.3379
3 As a result of the employee share conversion process that will be in place until 13 August 2010 the stake held by the State Treasury in the Company may be further decreased
..........................................................................................................................
Enquiries:
UniCredit Tel: +48 22 586 24 50
Paweł Tamborski
Tomasz Witczak
Paweł Roszczyk
UBS Investment Bank Tel: +44-20-7568-2308
Alison Harding-Jones
Roger Scotts
Merrill Lynch International Tel: +44-20-7996-9777
John Lynch
ING Tel: +48 22 820 40 87
Andrzej Olszewski
***
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE UNITED STATES
This press release is not an offer to sell securities or the solicitation an offer to buy securities. Any offer of securities to the public referred to in this announcement will be made only on the basis of information contained in the Polish-language prospectus (the “Prospectus") to be published in due course by TAURON Polska Energia S.A. in connection with the planned initial public offering of its ordinary shares in Poland and its intention to list its ordinary shares on the Warsaw Stock Exchange. The Prospectus will, following publication, be available on the Company’s website.
Neither this announcement nor any copy of it may be taken or transmitted in or into the United States, South Africa, Australia, Canada or Japan.
This announcement does not comprise a prospectus for the purposes of Directive 2003/71/EC and does not contain or constitute or form part of any offer or invitation, or any solicitation of an offer, for securities and should not be relied on in connection with any contract or commitment whatsoever. The Offering and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities of the Company in the United States. Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933. The Company has not registered and does not intend to register any portion of the Offering in the United States or to conduct a public offering of any securities in the United States. Copies of this announcement are not being, and should not be, distributed or sent into the United States or to U.S. Persons.
This announcement is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order'") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons'"). Any investment activity to which this announcement relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement is for promotional purposes only. The Prospectus will be the sole legally binding document containing information about the Offering in Poland. The Company will be authorized to carry out the Offering to the public in Poland once the Prospectus has been approved by the Polish Financial Supervision Authority. For the purposes of the Offering in Poland and admission of the Company's shares to trading on the Warsaw Stock Exchange, the Company will make the Prospectus available on the Company’s website " www.tauron-pe.pl ".
No reliance may be placed for any purpose whatsoever on the information contained in this announcement, any verbal discussion thereof, and such information may not be complete or accurate.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering investment should consult an authorized person specializing in advising on such investments.
UBS Investment Bank, UniCredit CAIB Poland S.A.,Merrill Lynch International and ING are acting for the Selling Shareholder and the Company and no one else in connection with the Offering, and will not be responsible to anyone other than the Selling Shareholder and the Company for providing the protections afforded to their clients nor for providing advice in connection with the Offering.
Some of the information in this announcement may contain forward-looking statements regarding future events, in particular relating to a structure and timing of the Offering. You can identify forward-looking statements by terms such as ‘expect’, ‘believe’, ‘anticipate’, ‘estimate’, ‘intend’, ‘will’, ‘could’, ‘may’ or ‘might’ or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
