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UNIMOT publishes the issuing prospectus and begins the public offer of shares

Date of publication: 12.01.17

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UNIMOT S.A., the Company listed on the NewConnect has published an issuing prospectus in connection with issuing 2,2 million of new shares and moving the shares onto the regulated market of the Warsaw Stock Exchange.

The UNIMOT Group, which has been operating in the fuel industry for 25 years, is a leading independent importer and distributor of fuels, mainly Diesel oil. The Group is also one of the biggest suppliers of LPG autogas in the south of Poland. The distribution is executed from the own bottling plant, the sales takes place at the own fuel station and also through about 80 stations owned by other entities (operating within the distance of about 200 km)  with whom UNIMOT maintains trade relationships of many years. LPG gas is also sold in bottles, which are supplied to about 1300 clients. The Group also owns one of few liquefaction plants in Poland, which allows for production of Liquefied Natural Gas (LNG). The Group sells natural gas to large final consumers with the use of pipelines of Polska Spółka Gazownictwa Sp. z o. o. The sale from own distribution network in turn is directed primarily to large industrial and institutional consumers, but individual and institutional consumers are also being connected to the pipelines. In 2016 the UNIMOT Group also began electricity trading.

The growth strategy of the UNIMOT Group

The strategy of the UNIMOT Group includes focusing on growing sales of liquid fuels, developing infrastructure and sales of gas fuels, starting electricity trade and investments into new technologies and human capital. In 2014 the Company actively developed liquid fuels sales, in particular Diesel oil and bio-fuels. Thanks to this activity development the UNIMOT Group has become the leading independent importer of this fuel to Poland and an important independent distributor. The strategy of Diesel oil sales implemented in recent years resulted in a substantial growth of incomes and a high dynamism of the Group’s net profit growth. According to the estimated results for the year 2016 the incomes of the UNIMOT Group amounted PLN 2,3 billion and net profit PLN 30 million. This means a yearly growth of incomes by 68% and net profit growth by 141%.

Investment plans of the UNIMOT Group

The Company plans to acquire about PLN 85 million by issuance of new shares. These resources are to be used to expand the scale of its operations and will be used to implement the four main investment goals:

  1. investments into new technologies – starting a new channel of fuel sales with the use of an innovative mobile platform “tankuj24.pl” facilitating sales of Diesel oil and petrol in the new retail client sales channel – The Company intends to spend about PLN 3 million to achieve this goal, the estimated share of resources acquired from the issuance of shares in total expenditures is 75%. The expected date of starting the project – I half of 2017,
  2. introducing the brand of AVIA petrol stations into the Polish market on a franchise basis, which will enable the Company to reach a new segment of fuel recipients. The Company intends to spend about PLN 23 million in order to achieve this goal, the expected share of resources acquired from the issuance of shares in total expenditures is 100%. The expected date of starting the project – 2017,
  3. financing the growth of liquid fuels sales – intensifying the sales of Diesel oil, both territorial and volume scope and strengthening the position of a leading independent supplier. The Company intends to spend about PLN 59 million in order to achieve this goal,
  4. in case the Company finds an investment opportunity in the form of acquiring an entity in the industry or assets connected with the activity in the scope of liquid fuels the Company will consider a change of Goal 3, which will result in moving all resources acquired from the issuance of share or their part and which were intended to be spent to achieve Goal 3, in order to carry out Goal 4. On the day when issuing prospectus is published UNIMOT S.A. cannot precisely determine the amount that will be spent on such an investment.

– Our previous business model was based on distribution of fuels mainly in the business-to-business channel. Thanks to our application Tankuj24 and the contract with AVIA International we will be able to expand our operations in the area of retail fuel sales. The industry we operate in requires substantial resources to finance the current operations. Despite dynamically growing profits we could not afford the step increase of our operations. Resources acquired through the issuing of shares will be used to achieve the set goals, increase our competitive advantage and even faster Company’s value creation for the shareholders – says Mr Robert Brzozowski, the President of the Management Board of UNIMOT S.A.

Key parameters of the public offer

The public offer consists in issuing of no more than 2.200.000 of shares. The offer is directed at individual and institutional investors in Poland. It is expected that about 20% of offered shares will be available for individual investors.

The initial capital of the Company is at present divided into 5 831 797 shares. On the assumption that all shares in the public offer will be acquired by new investors, they will possess 27,4% of votes in the increased initial capital, giving the right to 25,2% of votes at the General Meeting of Shareholders. The shares remaining outside the control of the majority shareholder will constitute 37,4% of the Company’s shares, which will constitute 34,4% of votes at the General Meeting of Shareholders.

Orders for shares for Individual Investors will be accepted from 10 February to 21 February, orders for institutional investors will last one day longer. Individual investors will be able to make orders in the offices of Dom Maklerski DM BOŚ and other brokerage houses, the list of which will be published before making orders takes place, also through electronic channels of brokerage houses. The full list of offices where orders can be made will be published on the Company’s website as well as the Offerer’s website.

Orders made by individual investors must contain at least 50 shares and no more than 200.000 shares. Making multiple orders in the tranche for Individual Investors is possible. Orders will be made at the price determined in the course of building a demand book among Institutional Investors, which will be published no later than on 10 February until 8 a.m.

The goal of UNIMOT is to introduce the Company’s shares to trading on the regulated market of the Warsaw Stock Exchange and thus, to move the listings from NewConnect onto the WSE market. The Company’s intention is that shares listed on NewConnect and PDA of the new issuing have their debut on the WSE market as soon as the shares available in the Public Offer have been assigned.

The predicted schedule of the public offer of UNIMOT S.A. shares

12 January 2017

Starting the Public Offer the moment the issuing prospectus is published

not later than at 8.00 on 8 February 2017

Public announcement of the Price range/Maximum Price

8-9 February 2017 (Declarations of Interest will be accepted until 2 p.m.)

Building a demand book of investors in the Institutional Investors Tranche

not later than at 8.00 on 10 February 2017

Public announcement of the Issue Price and final number of J series Shares available in the Public Offer, in this, in particular tranches

from 10 February to 21 February 2017

Individual Investors Orders in the Retail Investors Tranche

from 10 February to 22 February 2017

Institutional Investors Orders, for those who were invited to make orders

The offeror is Dom Maklerski Banku Ochrony Środowiska S.A. and the Company’s legal advisor in connection with the offer is Kancelaria CSW Więckowska i Partnerzy.

The present materials are not intended to be published in the United States of America, Australia, Canada, Japan or any other jurisdiction in which dissemination of information included in the materials may be subject to limitations or be forbidden by law. The present materials are of promotional nature only and they do not constitute a commercial offer or an invitation to purchase securities of UNIMOT S.A. (“The Company”) and do not constitute a prospectus in the understanding of proper law regulations. The issuing prospectus, accepted by the Financial Supervision Commission on 11 January 2017 (“The Prospectus”) is the only legally binding offering document which contains information on the Company and the offered securities of the Company, and also on their admission to exchange on the regulated market of the Warsaw Stock Exchange S.A. The prospectus has been published on the Company’s website (www.unimot.pl)  as well as the Offerer’s website (www.bossa.pl).

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