6 February 2025
Subject: Completion of Sale of Series F Shares in Diagnostyka S.A. Following Admission of Series D, E and F Shares in Diagnostyka S.A. to Trading on Main Market of WSE
Legal basis: Article 56 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005
Text of the report:
The Management Board of Diagnostyka S.A. (the “Company”) hereby announces that the initial public offering of Company securities, i.e. Series F shares issued by the Company (the “IPO”), conducted under the Company’s prospectus as approved by the Polish Financial Supervision Authority on 21 January 2025 (the “Prospectus”), has been completed. The Prospectus is available on the Company’s corporate website at www.grupadiagnostyka.pl.
The IPO comprised the sale of 16,47,124 existing Series F Company shares, with a par value of PLN 1.00 each (“Offer Shares”), by the shareholder LX Beta S.à r.l. Under the Prospectus, the Company also sought the admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange of 17,825,553 existing Series D–F Company shares, including all Offer Shares.
Unless defined otherwise herein, all capitalised terms used in this Current Report shall have the meanings assigned to them in the Prospectus.
Having completed the sale of the Offer Shares under the IPO, the Company hereby discloses the following information:
1) Sale commencement and completion dates:
Book-building period for Institutional Investors: 22–30 January 2025
Subscription period for Retail Investors: 22–30 January 2025
Subscription period for Institutional Investors: 31 January – 4 February 2025
2) Allotment date:
5 February 2025
3) Number of securities offered for sale:
16,147,124 Offer Shares
4) Reduction rate for each tranche:
The IPO was not divided into tranches. The reduction rate for subscription orders placed by Retail Investors was 94.16%. Subscription orders placed by Institutional Investors were not subject to reduction.
5) Number of securities offered for sale that were subscribed for:
Under the IPO, subscription orders were placed for a total of 29,039,975 Offer Shares, of which (i) 13,692,581 were subscribed for by Retail Investors and (ii) 15,347,244 by Institutional Investors.
6) Number of securities allotted in the sale:
The total allotment under the IPO was 16,147,124 Offer Shares, including (i) 800,000 to Retail Investors and (ii) 15,347,124 to Institutional Investors.
7) Subscription price:
The Offer Shares were subscribed for at PLN 105.00 per Offer Share.
8) Number of persons who subscribed for securities offered for sale:
As Retail Investors were allowed to place more than one subscription order, the Company is unable to determine the exact number of individual Retail Investors who participated. Under the IPO, 12,356 subscription orders were received from Retail Investors and 456 subscription orders from Institutional Investors (including from sub-funds and Offering Managers acting on behalf of Institutional Investors).
9) Number of persons to whom securities were allotted in the sale
As Retail Investors were allowed to place multiple subscription orders, the Company is unable to determine the exact number of individual Retail Investors who participated. Under the IPO, a total of 12,356 subscription orders were received from Retail Investors, while Offer Shares were allotted to 456 Institutional Investors (including sub-funds and foreign investors on whose behalf subscription orders were placed by the Offering Managers).
10) Names of underwriters that subscribed for securities under underwriting agreements and number of securities subscribed for by each underwriter, including the actual price paid per security, i.e. the sale price less the underwriting fee per security acquired under the underwriting agreement:
Under the IPO, neither the Selling Shareholder nor the Company entered into an underwriting agreement, whether as defined in Article 4.13a or in Article 14a.1 or 14.a.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of 29 July 2005, with the Offering Managers.
11) Value of the subscription or sale:
The value of the Offer Shares sold, calculated as the product of the number of the Offer Shares ultimately offered under the IPO (16,147,124) and the final selling price per Offer Share (PLN 105.00), amounts to PLN 1,694,448,020.00.
12) Total costs included in the issue costs:
As at the date of this report, the Company does not yet have information on the final IPO costs it incurred. This information will be disclosed in a subsequent report once the Company has received and approved the final billing statements from all service providers engaged in preparing and conducting the IPO. The Company does not have information on the IPO costs incurred by the Selling Shareholder.
13) Average cost of the sale per security offered for sale
As at the date of this report, the Company does not yet have information on the final IPO costs it incurred. This information will be disclosed in a subsequent report once the Company has received and approved the final billing statements from all service providers engaged in preparing and conducting the IPO. The Company does not have information on the IPO costs incurred by the Selling Shareholder.
14) Method of payment for subscribed securities:
Payments in consideration for Offer Shares were made in cash.
Specific legal basis: Section 16.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state of 29 March 2018
For the Company:
Paweł Chytła – Vice President of the Management Board
Jaromir Pelczarski – Vice President of the Management Board
