IPO – privatisation path, Polish experience Bucharest, June 2010 Leading bookrunner in Emerging Europe over the last 5 years Leading EME Bookrunner since.
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IPO – privatisation path, Polish experience Bucharest, June 2010 Leading bookrunner in Emerging Europe over the last 5 years Leading EME Bookrunner since 20051 Pos. 1 2 3 4 5 6 7 8 9 10 Deal Value (EUR mn) No. 6,075.6 88 6,495.7 43 10,604.3 39 10,138.1 39 12,664.4 36 5,014.3 27 11,231.6 26 5,022.2 23 5,813.8 17 4,802.6 10 PGE - largest European IPO in 2009 Metro - largest sole bookrun accelerated placing in Germany in 2009 Salzgitter - lowest Coupon for a corporate European CB issuer in 2009 Richter – largest equity-linked issue in CEE in 2009 and 2nd largest ever in the region Wienerberger - largest equity issue in Austria in 2009 PKO BP – largest ever rights issue in Poland Going strong into 2010 Wienerberger AG Pirelli & C Real Estate SpA PGE SA PKO BP ENEA SA Cyfrowy Polsat SA EUR 335,800,000 Rights Issue EUR 396,700,000 Rights Issue EUR 1,420,700,000 IPO EUR 1,204,700,000 Rights Issue EUR 278,000,000 Secondary Placement PLN 30,300,000 ABB Secondary Joint Bookrunner Austria, 2009 Joint Bookrunner Italy, 2009 Joint Bookrunner Poland, 2009 Joint Bookrunner Poland, 2009 Joint Bookrunner Poland, 2010 Sole Bookrunner Poland, 2010 TUI Travel Plc Metro AG Central European Distribution Corp. MNV/Richter Gedeon Generali United Company Rusal Ltd. GBP 350,000,000 Convertible Bond EUR 595,000,000 ABB Secondary EUR 833,000,000 Exchangeable Bond EUR 796,000,000 ABB EUR 1,582,800,000 IPO Joint Bookrunner UK, 2009 Sole Bookrunner Germany, 2009 EUR 154,700,000 Capital Increase & Secondary Placement Joint Bookrunner Poland, 2009 Joint Bookrunner Hungary, 2009 Sole Bookrunner Italy, 2010 Joint Lead Manager Russia, 2010 Source: Notes: 2 Bookrunner UniCredit Group Renaissance Capital Morgan Stanley Deutsche Bank Credit Suisse UBS JPMorgan Citi Goldman Sachs VTB Capital Dealogic as at 20 May 2010 1. All ECM transactions in Emerging Europe (incl. Russia and Kazakhstan), 10 largest Bookrunners by volume (apportioned) sorted by number of transactions (apportioned), since 2005 - YTD UniCredit – committed to privatisation efforts in Emerging Europe Privatisations in Emerging Europe since 2000 UniCredit acted as a bookrunner or other syndicate role in nearly 50 ECM privatisation transactions worth EUR 20.1bn in Emerging Europe Since 2000, UniCredit as a Bookrunner executed 14 transactions worth EUR 2.5 bn (apportioned value), over three times more than the next competitor Among the most important transactions: 4x MOL ECM privatisation (Hungary) 4x Gedeon Richter privatisation (Hungary) 4x OTP privatisation (Hungary) PGE - largest European IPO in 2009 (Poland) PKO BP – largest ever rights issue (Poland) PKN Orlen, SPO (Poland) Halkbank, IPO (Turkey) Sava Re, IPO (Slovenia) Pos. Bookrunner Deal Value (EUR mn) No. 1 UniCredit Group 2,486.92 14 2 Goldman Sachs 2,182.23 3 3 Credit Suisse 1,919.51 5 4 JPMorgan 1,634.06 3 5 Deutsche Bank 1,423.20 4 6 Turkiye Garanti Bankasi AS 1,376.60 2 7 Rabobank 1,368.11 1 8 Citi 1,141.80 7 929.89 2 545.27 3 9 Morgan Stanley 10 PKO Bank Polski SA Source: Dealogic, privatisations in Eastern Europe excluding Russia, Kazakhstan, Kyrgyzstan, since 2000, apportioned value. UniCredit adjusted with MOL EUR 160 mn SPO PGE SA PKO BP ENEA SA MNV/Richter Gedeon Sava Re Ltd EUR 1,420,700,000 IPO EUR 1,204,700,000 Rights Issue EUR 278,000,000 Secondary Placement EUR 833,000,000 Exchangeable Bond EUR 196,300,000 IPO Joint Bookrunner Poland, 2009 Joint Bookrunner Poland, 2009 Joint Bookrunner Poland, 2010 Joint Bookrunner Hungary, 2009 Sole Bookrunner Slovenia, 2008 MOL Rt. EUR 160 mn SPO Sole Global Coordinator 2006 UniCredit is an undisputed market leader in Emerging Europe privatisations 3 Privatisations through IPO are vital for development of local capital markets Companies (incl state owned) going public increase their growth prospects and widen the range of strategic options both on the acquisition and financing side Crystallising value Local retail investors Flotations on the local market create investing opportunities and support the development of a local retail investor base – which is one of the most desired aspects of privatisation Local institutional investors Local mutual and institutional investors benefit from the supply of investment opportunities in their local markets, allowing them to diversify and grow their portfolios Development of the local capital markets provides a viable strategic option and additional source of financing for private local companies Source: Dealogic, EME privatisation transactions excluding Russia, Kyrgystan, Kazakhstan 4 3.5 3.0 Privatisation through IPO provides a market valuation – the most transparent valuation benchmark Subject to size and transaction structure, it also enables the participation if international investors General business environment Continuous privatisation activity in EME – ECM privatisation transaction volumes 2.5 2.0 1.5 1.0 0.5 0.0 19 95 19 96 19 97 19 98 19 99 20 00 20 02 20 03 20 04 20 05 20 06 20 07 20 08 20 09 20 10 Local champions Privatisations by way of IPOs are vital for the development of local capital markets which, in turn, is important part of well functioning economy EUR bn Local capital markets & economy Largest privatisation transactions in EME over the last 15 years – Poland, Turkey and Hungary leading the way Pricing Date Issuer Name Deal Sub Type Issuer Nationality Size EUR bn 29-Apr-10 PZU IPO Poland 2.1 04-Nov-04 PKO BP IPO Poland 1.8 27-Oct-09 PGE IPO Poland 1.4 04-May-07 Halkbank IPO Turkey 1.4 09-May-08 Turk Telekomunikasyon IPO Turkey 1.2 10-Apr-00 TUPRAS FO Turkey 1.1 01-Oct-07 T-Hrvatski Telekom IPO Croatia 1.0 13-Nov-97 MATAV IPO Hungary 0.9 10-Sep-09 MNV CONV Hungary 0.8 07-Nov-98 TPSA IPO Poland 0.8 Capital markets, an appealing privatisation route for the Romania The capital markets offer State owned issuers and CEE Governments a viable route to monetise or dispose of businesses and raise financing Several assets in the hands of Romanian State make highly attractive candidates for the capital markets Critical mass – large size offerings are likely to raise interest of a wide range of investors Resilient industries – industries relatively resistant to current economic downturn (notably utilities and telecom) Strategic assets for the country - appealing investment stories Sizeable privatisations can build capital markets momentum and raise investor attention and interest in Romania Very low number of Romanian blue chips listed, Bucharest Stock Exchange craves for quality and sizeable/liquid stocks and will greatly benefit from capital markets privatisations A diversified investor base can be tapped, local (including retail) demand can be particularly targeted to ensure wide share distribution Transparent price setting mechanics Local capital market makes the natural listing venue for Romanian stocks, dual listings can be considered for sizeable transactions Potential IPO or listing of Fondul Proprietatea will further increase the profile of the local market Recent successful track record in other CEE markets, Poland in particular, can be used as example Capital markets offer a valid alternative to strategic disposals, for minority stakes controlled by the State in already privatised companies 5 Privatisation strategies in practice: examples based on Polish utility sector Execution Strategy 6 Installed Capacity 12,4GW 2009 Sales in PLN 30,0 TWh Customers 5 million Market Share Distr. 26% Privatisatio n through IPO, retention of majority stake PGE SA Successful IPO (2009) Potential SPO by state contemplated but retains flexibility for strategic sale EUR 1,420,700,000 IPO Joint Bookrunner Poland, 2009 ENEA SA Installed Capacity 2,9 GW 2009 Sales in PLN 16.8 TWh Customers 2.3 million Market Share Distr. 12.6% Installed Capacity 5,6GW 2009 Sales in PLN 30.4TWh Customers 4.1 million Market Share Distr. 17% Installed Capacity 1.2GW 2009 Sales in PLN 18.1TWh Customers 2.8 million Market Share Distr. 9% Full privatisation through IPO or strategic sale Full privatisation through IPO, SPO IPO (ongoing) Targeting local and international investor base Retail and employee participation Potential SPO by state contemplated but retains flexibility for strategic sale Full privatisation through strategic sale Unsuccessful IPO (2008) Unsuccessful Strategic Sale (2009) SPO Liquidity Event (2010) Potential Strategic Sale Ongoing strategic sale EUR 278,000,000 Secondary Placement Joint Bookrunner Poland, 2010 Tauron Pending IPO Joint Bookrunner Poland, 2010 Post privatisation - public companies provide more flexibility for the State Strategy Execution MOL Rt. Local Oil and Gas champion Listed at Budapest Stock Exchange Disposal & strategic ownership Disposal Domestic Public Offering Different payment models were allowed for different investor groups EUR 160 mn SPO (plus 2 SPOs and IPO in 90s) Sole Global Coordinator 2006 MNV/Richter Gedeon Largest pharmaceutical company in Hungary Listed at Budapest Stock Exchange Monetization Exchangeable Bonds used as a monetisation tool by the government agency EUR 833,000,000 Exchangeable Bond Joint Global Bookrunner Hungary, 2009 PKO BP Second largest Commercial Bank in Poland Listed on Warsaw Stock Exchange ReCap Rights Issue State take up High involvement of retail investors EUR 1,204,700,000 Rights Issue Joint Bookrunner Poland, 2009 7 Emerging European companies have their dedicated investor base Key investor groups for an IPO of a Romanian company Emerging Markets Global Emerging Market (GEM)s EME dedicated Investor class Characteristics Asset managers focused on EME Significant appetite for new investment opportunities in the region Not just index driven Greater flexibility to take positions Demand Likely to provide the significant demand due to understanding of the market and exposure to EME companies Total return/ hedge funds Asset managers investing in emerging markets globally, either on a “topdown” view or tracking a particular index basket/ composite May be limited by indexation/liquidity issues Most prone to significant swings in their asset allocation Significant source of demand for new markets and stocks offering liquidity and able to bring very sizeable orders Romanian institutional investors Now a significant class of asset managers EME dedicated Wider variation in investment criteria Tend to be important in building momentum Verbal on valuation early in the process Providing both substantial primary orders and, when managed properly, a useful source of aftermarket liquidity Retail SIFs are the most important local institutional investor class The pension and mutual fund industry is still growing Long-term investment horizon Will depend on equity markets situation and domestic supply Unique marketing opportunities Can be a good source of liquidity In the aftermarket, interest driven by general market sentiment Require specialised capital markets PR Demand depends on intensity of marketing and price incentives Potential interest Allocable demand 8 50-60% 10-20% 10-20% 10-15% 5-10% Romanian Local Investor Base ..still limited institutional demand compared with other CEE markets Romanian Equities demand Local Institutional Demand (RON mn) Nominee 1.7% Nominee 1.7% Nonresidents 33.5% Local investors 64.8% Institutional investors 55.5% SIFs * Individuals 42.8% Source: Bucharest Stock Exchange Data as of March 2010 SIF1 SIF2 SIF3 SIF4 SIF5 Total AuM Cash and deposits Net asset value 1,628.2 1,278.4 1,758.3 1,687.3 1,778.6 8,130.8 125.1 116.8 89.0 57.1 171.0 559.0 1,578.9 1,285.0 1,734.3 1,606.0 1,739.8 7,944.0 * Data for end-March 2010 Source: AAF, SIFs (RON mn) AuM Cash and deposits AuM of almost EUR 7bn out of which approx. EUR 1.2bn cash and deposits Property Fund is expected to add liquidity to the market 12,220 2,151 12,197 *Data as of December 2009 Source: The Property Fund website Funds available for equity market placements are lower, some open-end funds (monetary funds) are not allowed to invest in highrisk securities. Mutual and pension funds* Pension fund reform initiated in 2007, expected to increase local demand along with the increase in contributions RON mn Mandatory pension funds (Pillar 2) contribution have reached 2.5% of the gross wages, and were supposed to grow to 6% in 2016 AuM, o/w Cash and deposits Net asset value Recent measures setting back to 0.5% contributions to Pillar 2 pension funds will limit furher development of the local equity market 9 Property Fund* Net asset value * Data as of end-March 2010 Source: AAF, CSSPP Mutual funds Open-end Closed-end funds funds n/a n/a 2,075.3 37.3 4,297.0 164.0 (RON mn) Pension funds Pillar 2 Pillar 3 2,968.8 91.4 2,967.2 246.5 11.2 246.1 Central European IPOs overwhelmingly have tapped domestic retail investors Retail tranches in CEE IPOs Retail tranche as % of deal size According to Dealogic, of 93 IPOs above EUR 25 mn executed since 2005, (excluding CIS), 76 had a retail tranche (82%) 100% 80% The median size of the tranche as % of deal size was 20% (average 23% - based on 49 transactions Dealogic provides detailed tranche split data for) 60% Retail tranches have been used in a broad range of sectors 0% 40% 20% Retail Tranche Retail Tranche (by no of deals) Sector split of CEE IPOs incl. retail tranche (by no. of deals) Finance 13% Yes 82% Other 36% Constr. 12% Telecomm 8% No 18% Chemicals Oil & Gas 7% Consumer 5% Mining Prod. Utility & Energy 5% 7% 7% Source: Dealogic, IPOs executed in CEE, excluding CIS, since 2005, above EUR 25 mn 10 Institutional Tranche Geographical split of CEE IPOs – all (by no. of deals) Czech Republic 5% Other 13% Romania 6% Poland 41% Croatia 8% Bulgaria 11% Turkey 16% Listing considerations - selected stock exchange data Exchange selection criteria Valuation Investor universe Market Home market of the issuer Local offering taps into local demand with many other marketing benefits Market with largest share of international issuers Offers access to widest group of global investors Largest stock exchange in CEE A number of foreign issuers listed Significant local investor base Exchange regulated market, lower disclosure requirements Tapped rather by developing, smaller cap companies 142 / 2 108,486 / 164 10,710 / 44 34,611 / 260 62 (51 / 8 / 3) 627 (34 / 358 / 235) 327 (186 / 110 / 31) 897 (703 / 183 / 11) One of main European Exchanges Aggressively marketing to CEE issuers Regulations Volume (USDmn)/No. of IPOs last 5 years (>USD 25mn) No. of companies Listed (<USD100mn; >100mn/<1bn; >1bn) Total Market Cap (USDmn) Average 6 Month DTV (USDmn) Average liquidity No. of analysts/company % of companies covered by analysts 26,181 / 79 738 (347 / 264 / 127) 31,495 3,176,076 253,245 75,461 1,547,427 4 8,193 255 192 5,696 0.01% 0.28% 0.16% 0.39% 0.50% 1.7 9.7 2.7 1.4 5.8 24.2% 69.9% 35.2% 36.7% 51.9% Source: Bloomberg, Dealogic 11 Note: Data based on Bucharest Stock Exchange companies and NASDAQ companies, FTSE All Share index companies and WIG All Share index companies; Deutsche Boerse based on Prime Standard, General Standard and Entry Standard companies PGE EUR 1.4bn privatization IPO case study The Company and the challenges The Challenges The Company First large IPO in Europe since end of 2008 One of the largest power utilities in CEE, in terms of both installed capacity (12.4GW) and production volume (56TWh) and sales revenues (EUR 5.9bn in ‘08) #1 player in Poland, with 42% market share in power generation Integrated position – mining, generation, wholesale, distribution and retail Young company, formed only in 2007 via a combination of several stateowned assets. Pre-deal PGE was 100% state-owned Demonstrated robust profitability and solid financial position: 1H ‘09 EBITDA margin of >38% and <0.6x net debt / EBITDA) Ambitious plan of streamlining capital group structure and initiated ~PLN 39 or EUR 9bn capex plan 2009-12 and took a lead on deployment of nuclear generation in the country Still, heavy CO2 footprint, not yet finished liberalisation, significant market power of the regulator and volatility in power consumption and prices Privatisation (primary shares) Totally new industry introduced to the Polish investors Very complex corporate structure Timing constraints Political and regulatory risks CO2-related challenges Investors required significant discount to peers including CEZ as main comparable The management change during the transaction No stabilisation due to regulatory reasons 12 Institutional marketing 1 Pricing 5 May 2009 CEO, CFO spent 3 days in Kuwait, UAE, Qatar and Libya meeting leading investors 7 investor meetings Management Roadshow October 2009 2 weeks of investor meetings with CEO and CFO 7 cities visited 60 1-on-1 meetings 7 group meetings 4 2 Pre-Deal Investor Education 3 May-2009 13 Jun-2009 3 Pilot Fishing Jul-2009 Pilot Fishing September 2009 Management met with key investors based in London and Frankfurt to gather initial valuation feedback and demand appetite 11 investor meetings 2 Investor Sounding European Investor Sounding June 2009 CEO, CFO met with market-leading European investors in London, Frankfurt and Poland to test investor interest 15 investor meetings September-October 2009 2 weeks of investor meetings conducted by Goldman Sachs (Matija Gergolet, Charles Burrows and Fred Barasi) and UniCredit's (Dan Karpisek and Marcin Gatarz) research analysts educating investors on PGE's investment case 18 cities visited Over 200 investors met with 1 Middle East Marketing Aug-2009 4 5 PDIE Sep-2009 Roadshow Oct-2009 Pricing Global roadshow resulting in a book multiple times covered throughout the range 60 one-on-ones Hit ratio over 60% Total over 300 accounts approached Global Roadshow Warsaw Geneva Azimut (conf call) Capital Guardian GIC (conf call) Jabre Marshall Wace Pictet 1,400 ARKA TFI ING OFE Pioneer Aviva Investors PZU AM Aviva OFE PZU OFE AXA OFE Noble Funds BPH TFI Nordea OFE CSAM Skarbiec Generali OFE Union Investment ING IM Frankfurt Deka DWS Demand breakdown 1,000 4.0x 600 400 0.3x 200 0.2x 0.6x 0.8x 1.3x 1.6x 3.0x 1.9x 2.1x 2.0x 1.0x 0 0.0x 13 14 15 16 19 20 21 22 23 26 27 Oct Oct Oct Oct Oct Oct Oct Oct Oct Oct Oct Institutional Demand at Various Prices US, 2.4% UK, 7.0% Rest of CEE, 5.4% Polish retail, 56.8% Poland, 73.4% Demand mn of shares 1,400 International investors, 11.5% Rest of Europe, 11.8% 14 3.3x 800 at offer price Polish institutions, 31.7% 4.9x 6.0x 5.0x 4.1x International Poland Inst. trache 1,200 1,200 1,000 800 Polish Demand Inst tranche 1,146 1,132 1,103 International Demand 1,076 937 44% 44% 43% 42% 33% 600 872 840 29% 27% 400 200 56% 56% 57% 58% 67% 71% 73% 17.5 18 19 20 21 22 23 0 oversubscription level New York G Capital American Century Artisan Capital World DeAM Kingdon Lord Abbett MSIM SAC TIAA - CREF At minimum price Demand in mn of shares Boston Boston Co Fidelity MFS Putnam Wellington Institutional day by day demand breakdown London Alliance Bernstein Genesis Alliance Group GLG Blackrock JPM AM Capital Re Jupiter Charlemagne Meditor Ecofin Moore Cap Eton Park Nevsky Fidelity Och Ziff Gartmore Pictet Schroders Edinburgh Ballie Gifford Martin Currie Templeton Strong retail demand A press conference was given to retail consortium representatives on the day of the publication of the prospectus Retail overview 1,200 Total demand (PLN) 1,112,992,135 No. of orders 85,554 Average order size (PLN) 13,009 70,000 Dom Maklerski PENETRATOR S.A. ING Securities S.A. Dom Maklerski Banku Ochrony Środowiska S.A. Biuro Maklerskie Banku BPH S.A. Millennium Dom Maklerski S.A. KBC Securities N.V. (Spółka Akcyjna) Oddział w Polsce Erste Securities Polska S.A. Dom Maklerski Powszechna Kasa Oszczędności Bank Polski S.A. Beskidzki Dom Maklerski S.A. Dom Inwestycyjny BRE Banku S.A. Biuro Maklerskie Banku DNB NORD Polska S.A. Dom Maklerski BZ WBK S.A DB Securities S.A NOBLE Securities S.A Dom Maklerski IDM SA Biuro Maklerskie Banku Gospodarki Żywnościowej S.A Dom Maklerski Pekao Dom Maklerski Banku Handlowego S.A. Alior Bank Biuro Maklerskie S.A. Dom Maklerski Amerbrokers S.A. Dom Maklerski Banku BPS S.A. Demand (shares mn) 800 Centralny Dom Maklerski Pekao S.A. 60,000 50,000 600 40,000 400 30,000 20,000 200 10,000 UniCredit CAIB Poland S.A. 0 0 13 14 15 16 19 20 21 22 23 26 27 Oct Oct Oct Oct Oct Oct Oct Oct Oct Oct Oct Retail demand (lhs) 15 80,000 1,000 Retail demand was very strong given the high profile nature of the IPO and local familiarity with the brand Members of the retail consortium are listed below: 90,000 No of orders (rhs) No of orders A retail consortium of 23 local brokers was formed to market the local retail offering The largest IPO in Europe 2009 The Deal Structure IPO Joint Global Coordinator Joint Bookrunner Joint Lead Manager Offeror October 2009 Pricing date: 27 Oct 2009 (first listing 6 Nov) Listing: Warsaw Size: EUR 1.4bn / PLN 6bn Number of shares: 260m Free float: 15% Price Range: PLN 17.5-23 Issue Price: PLN 23 Market Cap @ Offer: EUR 9.5bn Offer size: 15% capital post-deal Offer Type: Primary shares Joint Global Coordinators, Joint Bookrunners, Lead Managers: UniCredit and Goldman Sachs 27 3.0 26 2.5 2.0 25 1.5 24 1.0 23 0.5 22 IPO price 0.0 Volume in mn shares EUR 1.4bn Share price PGE + 13% during the first day of trading 09:40 10:30 11:20 12:10 13:00 13:50 14:40 Volume Price IPO price Deal Results & UniCredit Difference Priced at the top of the range at a level comparable to EBITDA multiple of CEZ, and with premium on P/E At issue price, the institutional book covered over 3.8x, total demand (incl. retail) exceeded EUR10.7bn or 7.5x of the book Over 73% of all institutional orders at Offer Price generated by Polish accounts UniCredit Group’s Superior Execution: UCG was very active with both local and international investors and produced a comprehensive, quality research UCG managed relationships with local regulator, contributing to prospectus approval in <4 weeks (unusually short for Poland) UCG coordinated the consortium of 23 retail houses, aiding superior deal support on PR side UCG generated 85% of institutional orders at the deal price Note: EUR/PLN 4.2013 NBP rate as of pricing date 16 Date: 2 Nov 2009 Orders by a bookrunner at a deal price UniCredit, 85% Goldman Sachs, 15% TAURON Polska Energia S.A., June 2010, €1.04 bn The second largest IPO of utility company in Europe in 2010YTD The Company The Challenges Deal Results & UniCredit Difference 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 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 Integrated position – mining, generation, wholesale, distribution and retail The TAURON Group is the largest energy distributor in Poland In 2009 TAURON’s consolidated revenues totalled PLN 13,634m (EUR 3,364m), consolidated EBITDA was PLN 2,580m (EUR 636m), while EBITDA margin was 18.9% Introduced an ambitious capex programme of PLN 37.2 bn (€9.18 bn) Still, heavy CO2 footprint, not yet finished liberalisation, significant market power of the regulator and volatility in power consumption and prices Volatile global financial markets due to Greek crisis and escalating sovereign debt concerns of EU economies Parallel shares consolidation process (implemented to avoid penny stock issue) Privatisation – the State Treasury as the Vendor Challenging equity story (upside potential but large capex and ambitious restructuring case) Complex corporate structure Timing constraints Political, regulatory and CO2 risks Investors required discount to peers Priced at 4.5x EV/EBITDA level which was 22% discount to PGE and 11% premium to ENEA (TAURON most comparable peers) At issue price, the institutional book covered over 1.23x, total demand (incl. retail) exceeded PLN10.4bn (€2.6 bn) or 1.41x of the book Over 65% of all institutional orders at Offer Price generated by Polish accounts The Deal Structure TAURON €1,040 m IPO Joint Global Coordinator Joint Bookrunner Offeror June 2010 Pricing date: 21 Jun 2010 (first listing planned 30 Jun) Listing: Warsaw Size: €1.04bn / PLN 4.21bn Number of shares: 7.39 bn Free float: 66% Price Range: PLN 0.55-0.70 (PLN 4.95-6.30 postconsolidation) Issue Price: PLN 0.57 (PLN 5.13 post-consolidation) Market Cap @ Offer: €2,012m Offer size: 52% of share capital Offer Type: Secondary shares Joint Global Coordinators: UniCredit and UBS Joint Bookrunners: UniCredit, UBS, ING, BAML Domestic Bookrunners: UniCredit, ING, BRE, PKO Institutional demand (geography) US WE CEE 2.6% 2.8% 4.4% Institutional demand (type) Bank Wealth 3% 5% CH 8.8% 17 IM 37% Hedge 18% UK 15.8% PL 65.7% Pension 33% UniCredit Group’s Superior Execution: UCG acted as a Joint Global Coordinator and led the communication between the Company, the State Treasury and the consortium UCG proved its abilities to generate strong demand within both local and international investors UCG coordinated Institutional demand (Bookrunners) the consortium BAML 8% of 24 retail houses UBS 10% UCG generated 33% of 33% institutional orders and PKO 13% 20% of retail demand (via Pekao) at BRE the deal price ING 14% Note: €/PLN 4.0535 Insuran ce 3% 22% Your contacts - ECM Equity Capital Markets Christian Steffens, Managing Director, Global Head of Equity Capital Markets Tel. +44 207 826 1335 [email protected] CEE Sarah Williams, Managing Director, Co-Head of Equity Capital Markets Pawel Tamborski, Managing Director, Co-Head of Equity Capital Markets Tel. +44 207 826 7971 Tel. +44 207 826 7978 [email protected] [email protected] Romania Raluca Tintoiu, Managing Director Corporate Finance Advisory Unicredit CAIB Romania Tel. +40 (21) 318 32 24 [email protected] 18 Disclaimer This publication is presented to you by: Corporate & Investment Banking UniCredit Bank AG Arabellastr. 12 D-81925 München The information in this publication is based on carefully selected sources believed to be 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Factors that could cause a company's actual results and financial condition to differ from its expectations include, without limitation: Political uncertainty, changes in economic conditions that adversely affect the level of demand for the company‘s products or services, changes in foreign exchange markets, changes in international and domestic financial markets, competitive environments and other factors relating to the foregoing. All forward-looking statements contained in this report are qualified in their entirety by this cautionary statement. Corporate & Investment Banking UniCredit Bank AG, Munich as of 30 October 2015 19