This information does not constitute an offer, or an invitation to purchase, securities of Studenac Group S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at 1, Rue Jean Piret, L-2350 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) under number B 218210 (the “Company”) in the United States, Australia, Canada, Switzerland, Dubai International Financial Centre, South Africa, Japan or in any other jurisdiction in which such offer or invitation is not authorised or is addressed to any person to whom it is unlawful to make such offer or solicitation. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
The Offering is addressed to: (i) institutional and retail investors in Poland and Croatia; (ii) selected qualified institutional buyers (QIBs) in the United States in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”); and (iii) selected international institutional investors outside of the United States, Poland and Croatia in reliance on Regulation S under the U.S. Securities Act.
In any member state of the European Economic Area, other than Poland and Croatia, where the provisions of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) are applicable, the information contained on this website is directed at and intended only for qualified investors in the relevant member state, within the meaning of Article 2(e) of the Prospectus Regulation. In the United Kingdom (“UK”), the information contained on this website is directed at and intended solely for persons, who (i) have professional experience in matters relating to investments and who fall within the definition of “investment professionals” contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) are high net worth individuals and other persons to whom such communication may otherwise lawfully be made falling under Article 49(2)(a) to (d) of the Order (all such persons together being referred to as the “Relevant Persons”).
Except for the prospectus of the Company, the supplements and update announcements thereto, and the information about the final number of the shares in the Company being offered and admitted to trading on a regulated market to various investor categories and the final price of these shares for retail investors and the final price for institutional investors published in compliance with the requirements of the Prospectus Regulation, the information which relates to the securities of the Company is an advertisement and not a prospectus or other offering document for the purposes of the Prospectus Regulation or applicable Polish and Croatian securities laws.
The public offering of the Company’s securities is conducted on the basis of a prospectus which has been published upon approval by the Commission de Surveillance du Secteur Financier (Financial Supervision Authority in Luxembourg; the “CSSF”) on 19 November 2024 and after filing an application to the CSSF for it to notify the competent national authorities, Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) and Croatian Financial Services Supervisory Agency (Hrvatska agencija za nadzor financijskih usluga) pursuant to the Articles 24 and 25 of the Prospectus Regulation. The Prospectus, along with its summary translated into Polish and Croatian and, if relevant, supplements and update announcements (jointly, the “Prospectus”) is the only legally binding offering document containing information about the Company and the Company’s securities being offered, as well as on admitting and introducing them to trading on a regulated market (organised by the Warsaw Stock Exchange (Giełda Papierów Wartościowych S.A.) and admitting them to trading on a regulated market organised by the Zagreb Stock Exchange (Zagrebačka burza d.d). The Company’s prospectus is available on its website (www.studenacgroup.eu), as well as on the website of the Luxembourg Stock Exchange under www.luxse.com. The approval of the Company’s prospectus by the CSSF should not be considered an endorsement of the securities that are being offered or admitted to trading on the regulated markets. Potential investors should, before making an investment decision, assess the suitability of investing in the shares of the Company and read the Prospectus in order to fully understand the potential risks and rewards associated with a decision to invest in the securities.
In connection with the sanctions imposed in response to the Russian invasion of Ukraine as set out in Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia’s actions destabilising the situation in Ukraine, and Council Regulation (EC) No. 765/2006 of 18 May 2006 concerning restrictive measures in connection with the situation in Belarus and the participation of Belarus in Russia’s aggression against Ukraine, during the period of the sanctions, the Company’s securities are not offered to: any Russian nationals or natural persons residing in Russia or any legal persons, entities or bodies based in Russia; any Belarusian nationals or natural persons residing in Belarus or any legal persons, entities or bodies based in Belarus. However, these limitations should not apply to citizens of any European Union member state and natural persons holding a temporary or permanent residence permit in any European Union member state.
By proceeding to view the materials to which this gatepost gives access, you warrant that you are not located in the United States, Australia, Canada, Switzerland, Dubai International Financial Centre, South Africa, Japan or any other jurisdiction in which an offer or invitation to purchase shares in the Company is unlawful and you agree that you will not transmit or otherwise send any information contained in this website to any person in the United States, Australia, Canada, Switzerland, Dubai International Financial Centre, South Africa, Japan or any other jurisdiction in which an offer or invitation to purchase shares in the Company is unlawful or to publications with a general circulation in those jurisdictions.
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Studenac Group S.A. (“Studenac” or the “Company”) is the largest food retailer in Croatia by number of stores and one of the fastest growing in CEE. The Company intends to be dual listed on the Warsaw and Zagreb stock exchanges. Read on to learn more about Studenac’s initial public offering.
