On November 9, 2015, CEE Legal Matters reported that CMS had advised Wittchen – a Polish luxury accessory and leather goods retailer – on its initial public offering and introduction of its shares to trading on the Warsaw Stock Exchange. As we reported at the time, the value of the IPO totalled more than PLN 55 million (approximately EUR 12.9 million), of which PLN 27.2 million (approximately EUR 6.4 million) was obtained through the issue of new shares for the realization of strategic objectives.
As we reported, Wittchen’s shares were listed on the Warsaw Stock Exchange on November 9, 2015. The final IPO price for the company's securities was set at PLN 17. The offer – addressed to individual and institutional investors – included 3.25 million shares, of which 1.6 million come from a new issue, and 1.65 million from existing shareholders. 250,000 newly issued securities are provided for individual investors. According to Wittchen, the funds raised under the IPO will be used to further develop the company’s sales network (including Internet sales to new foreign markets), the development of a logistics center, and as working capital.
The CMS Warsaw Capital Markets team was led by Partner Michal Pawlowski and Of Counsel Rafal Wozniak,
We reached out to Piotr Witkowski, Head of Legal at Wittchen, with Five Questions about the IPO.
Was this the first IPO you were personally involved with? What were your thoughts on the process?
P.W: It was not the first IPO process I was involved in. I have already worked on few capital market projects including both WSE and NewConnect (Polish Alternative Trading Platform). However, the Wittchen project was the most complex when it comes to the scope of my work. I was responsible not only for the legal supervision but also for the business aspects of the deal. Therefore, I would say that this process was the most challenging for me -- but also gave me the greatest satisfaction.
Were any elements of the IPO unexpected or different from what was initially anticipated? How?
P.W: There are always some elements that occur suddenly and end up differently than it was expected. But when it comes to Wittchen’s IPO process and its timeframe I was rather positively surprised because it went so smoothly. We managed to have our issue prospectus approved by the Polish SEC within 3 months, which I believe is a very good result.
It was reported that Wittchen originally planned to list in 2011, but changed its plans. What’s different this time? Why was 2015 seen as a more favorable time?
P.W: I don’t think that when starting the process one can say in advance what would be the best time for IPO. It may happen that long months of preparations are wrecked because of some unexpected external factors. That’s what happened to Wittchen in 2011: the world financial crisis broke out and the markets collapsed just when the company started its roadshow. However, the plans to be listed on WSE were never abandoned and at the beginning of 2015 we decided we were ready for another try. I believe that a healthy balance sheet and a strong growth rate, together with fair valuation, proved to be the key to success even though the market conditions were not very supportive (a few IPOs failed this year or were recalled).
Why did Wittchen use CMS as external counsel on this matter?
P.W: CMS is a reputable brand and one of the leading law companies in Poland, which was a favorable factor. However, all in all it is the people you work with that determine whether the cooperation will be successful. I already teamed up with Michal and Rafal previously and we successfully closed a quite challenging and long process, so having very good experience in the past this team was the obvious choice.
Were you satisfied with CMS’s work in the matter? If so, can you elaborate on what elements of its work for you were most impressive?
P.W: Both I and the entire Wittchen management were very satisfied with CMS’s work. What was really important to us was that CMS was focused on the process and rendered complex service. Even if some issues were not fully in the legal scope of the process they worked together with other advisors and were constantly ready to provide us with answers or solutions when we needed such support. They also managed the proceedings before the Polish SEC very smoothly, which resulted in closing the formal part of the process in record time. The CMS attitude was valued by the management board, which had confidence that the whole process was under control and therefore was able to focus on business issues. For me the cooperation was even easier, since we worked with Michal and Rafal in the past, so we were all accustomed to each others’ way of work.
Image Source: wittchen.ua
- Deal 5: Lawyer at Credit Bureau Creditinfo Anatolijus Kisielis on the Use of Facebook Data Case
- Deal 5: Burgan Bank Head of Consultancy & Corporate Governance Unit Nesteren Caliskan on the Bank's 2016 Syndicated Loan
- The Buzz in Russia: Interview with Leonid Zubarev of CMS
- CMS Advises PKN Orlen on Investent in New Metathesis Unit
- CMS Advises Alfa-Bank Ukraine on Restructuring of Financing of Toronto-Kyiv Business Center