16 October 2020
Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, South Africa or any other state or jurisdiction in which such release, publication or distribution would be unlawful.
ALLEGRO.EU
Post-Stabilisation Notice and exercise of the over-allotment option
Full exercise of the over-allotment option
Morgan Stanley & Co. International plc
, acting as the stabilising manager in connection with the initial public offering (the "Offer") of shares in Allegro.eu (the "Company"), on 15 October 2020 gave notice to exercise the over-allotment option granted by Permira VI Investment Platform Limited, Cidinan S.à r.l. and Mepinan S.à r.l. in respect of 32,032,356 ordinary shares of the Company (the "Over-allotment Shares") at the Offer price of 43 PLN per Over-allotment Share (the "Over-allotment Option"). Settlement of the Over-allotment Option will take place on 20 October 2020.
Including the exercise of the Over-allotment Option, the final total size of the Offer was 246,690,741 ordinary shares.
Post-Stabilisation Notice
Further to the prospectus dated 22 September 2020 (together with the supplementary prospectus dated 25 September 2020), Morgan Stanley & Co. International plc (contact: James Manson-Bahr; telephone: +44 20 7425-3672 ) hereby gives notice that no stabilisation within the meaning of Article 3.2(d) of the Market Abuse Regulation (EU/596/2014) or the rules of the Financial Conduct Authority was undertaken by the Stabilisation Manager(s) named below in relation to the offer of the following securities.
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I
ssu
er
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Allegro.eu
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Guarantor (if any)
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N/A
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Aggregate Nominal Amount
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PLN 10,232,558.14
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Description / ISIN
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OrdinarysharesoftheIssuer, ISIN: LU2237380790
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Stabilisation Manager(s)
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Morgan Stanley & Co. International plc
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OfferPrice
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43 PLN per ordinary share
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OfferSize
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214,658,385 ordinary
shares(excludingtheoverallotmentoption)
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Maximum Size of Over-allotment facility
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32,032,356
ordinary
shares
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This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.
The information contained in this announcement is restricted and is not for release, publication or distribution in or into, the United States, Australia, Canada, Japan or South Africa. This announcement does not contain or constitute an offer to sell or the solicitation of an offer to buy or subscribe for securities in the United States, Canada, Australia, Japan, South Africa or in any other jurisdiction where such offer or solicitation is unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions 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.
The Shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. The offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of Shares in the United States or any other jurisdiction other than Poland. Any Shares sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A.
This communication is only addressed to, and directed at, persons in member states of the European Economic Area and the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area, by persons who are not Qualified Investors.
END.