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Fortuna Entertainment Group launches Initial Public Offering in Poland, the Czech Republic and Slovakia

Prospectus and Maximum Price published

NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States.

AMSTERDAM – Fortuna Entertainment Group N.V. (“Fortuna” or the “Company”), the largest (by turnover) Central and Eastern European operator of fixed-odds betting, has announced the launch of an Initial Public Offering (“Offering”) of its existing and newly issued shares to investors in the Czech Republic, Poland and Slovakia.

Key Offering Parameters

  • The Maximum Price per share for retail investors is set at EUR 4.50.
  • The Offering comprises a total of up to 15,830,000 ordinary shares of the Company at the nominal value of EUR 0.01, with up to 2,000,000 newly issued ordinary shares by the Company and up to 13,830,000 existing shares to be sold by the current sole shareholder of Fortuna, Penta Investments Ltd. (“Selling Shareholder”).
  • The total number of Offer Shares may increase by as much as 2,370,000 subject to the Over-allotment Option.
  • The Offer Shares represent up to 35% (in the case of full exercise of the Over-allotment Option) of all outstanding shares of the Company.
  • The total maximum value of the Offering (including the Over-allotment Option) is EUR 81.9 million, corresponding to the maximum market capitalisation of EUR 234 million.
  • As of today, the Issuer’s Prospectus is publicly available. The information campaign for investors also starts today.
  • The Offering period for retail investors in the Czech Republic, Poland and Slovakia commences today and will last until 21 October 2010 (inclusive).
  • It is estimated that the Offer Price and the allotment will be announced on 22 October 2010.
  • Trading of the Company shares on the Prague Stock Exchange (PSE) is expected to commence on 27 October 2010, on the Warsaw Stock Exchange (WSE) on 28 October 2010. The Company also intends to apply for conditional trading on the Prague Stock Exchange from 22 October 2010.

Jiří Bunda, Chairman of the Management Board and CEO of Fortuna Entertainment Group, comments: “The entry into the Prague and Warsaw capital markets is a fundamental milestone for our company. The flotation will provide us with resources for development projects such as launching the lottery in the Czech Republic, which will be another significant milestone in our history. We are confident that launching the lottery in 2011 will revolutionise the lottery market in the Czech Republic.”

Jozef Janov, Chairman of the Supervisory Board of Fortuna Entertainment Group and a representative of the Penta investment group, the sole shareholder of Fortuna, said: “The five years we have been working for Fortuna in collaboration with its management has borne the desired fruit and we are proud to introduce this holding company from our portfolio to the stock market. We have complete confidence in the further growth of Fortuna, which is one of the reasons why we maintain a majority stake and participate in the further development of the company.” 

Offering

The Fortuna Offering is the first IPO by a betting company on a Central and Eastern European stock exchange. On the Czech market, in the wake of the economic crisis, the Fortuna IPO is the first domestic public offering for more than two years, while in Slovakia it is one of the first initial public offerings ever.

The Offering comprises a public offering in the Czech Republic, Poland and Slovakia and a private placement for institutional investors in selected jurisdictions outside the Czech Republic, Poland and Slovakia.

Investors will have the opportunity to subscribe to up to 15,830,000 shares of the Company (excluding the Over-allotment Option), of which up to 13,830,000 are existing shares and up to 2,000,000 newly issued shares. The final number of shares sold within the Offering will be decided by the Issuer and the Selling Shareholder, together with the Sole Global Coordinator and Sole Bookrunner, simultaneously with the pricing and allotment decision. This quantity may increase by up to 2,370,000 existing shares subject to the Over-allotment Option.

The Offer Price will be determined on the basis of bookbuilding and the current and anticipated situation on the Czech, Polish, Slovak and international capital markets as well as assessment of the growth prospects, risk factors and other factors. The Offer Price for retail investors in the Czech Republic, Poland and Slovakia will not exceed the Maximum Price specified in this announcement.

The Offer Price will be denominated in EUR. The number of shares available for subscription by retail investors in a single order may not exceed the total amount of the Offer Shares, i.e. 18,200,000 shares.

All Offer Shares are subject to an equal share in the voting rights as well as an equal claim to a dividend payout, if specified.

UniCredit Bank AG (London Branch) is acting as the Sole Global Coordinator and Sole Bookrunner of the Offering, with Erste Group Bank AG acting as the Joint Lead Manager for this transaction. UniCredit CAIB Poland S.A. would act as the Polish Retail Manager, Centralny Dom Maklerski Pekao S.A. and Dom Maklerski Pekao would act as the Polish Selling Agents. Česká spořitelna, a. s., would act as the Czech Retail Manager, while Brokerjet České spořitelny acts as the Czech Selling Agent. Slovenská sporiteľňa, a. s., is the Slovak Retail Manager.

The Prospectus 

All information and financial data that may serve in the investors’ decision-making process are presented in the Prospectus, prepared in accordance with the EU Prospectus Directive and approved by the Autoriteit Financiële Markten (the “AFM”), the Netherlands Authority for the Financial Markets. The Prospectus, along with its summaries in Czech, Slovak and Polish, has been passported to the respective regulators of the individual markets: the Czech National Bank (ČNB), the Polish Financial Supervision Authority (KNF) and the Slovak National Bank (NBS).

The Prospectus in electronic form is available on the following websites: of the Company (www.fortunagroup.eu), of Slovenská sporiteľňa (www.slsp.sk), of Česká spořitelna (www.csas.cz), of Brokerjet České spořitelny (www.brokerjet.cz), of the Warsaw Stock Exchange (www.gpw.pl), and of the AFM (www.afm.nl). Printed copies of the Prospectus are available at the Company’s offices in the Netherlands and at the registered offices of Česká spořitelna, a. s., in the Czech Republic, Slovenská sporiteľňa, a. s., in Slovakia, Brokerjet České spořitelny, a. s., in the Czech Republic and UniCredit CAIB Poland S.A. in Poland as well as at the customer service points of Centralny Dom Maklerski Pekao S.A. and Dom Maklerski Pekao in Poland.

Use of Proceeds

The Company intends to use the net proceeds from the sale of New Shares to launch a lottery project in the Czech Republic. Any remaining proceeds will be used to increase the cash resources of the Company.

Fortuna Entertainment Group – Basic Information

Fortuna Entertainment Group is the largest Central and Eastern European operator of fixed-odds betting (measured by total amounts staked at retail points of sale). Established in 1990 in the Czech Republic, the Company has gradually grown into a multinational group expanding on the Slovak and Polish markets.

The founding company, FORTUNA sázková kancelář, a. s. (“Fortuna SazKan”), was established in 1990 in Prague. Terno, a. s. was founded a year later in Slovakia. In 2005 the investment group Penta became the owner of both companies and took over the Polish betting company Profesjonał in the same year. All the companies were eventually consolidated under a single brand.

Fortuna has become the standard-setter and trend-setter in the fixed-odds betting segment due to its established 20-year track record on the Central European market. The group continuously invests in the development of new products and the expansion of its retail distribution channels. The Group aims to bring entertainment to customers who love sport – to those who pursue sports activities, follow sports events, and bet on their favourite teams and players. Fortuna currently operates more than 1,300 betting outlets in three countries.

The Group continuously monitors regulatory updates and business opportunities in Central and Eastern Europe. The Group has developed the betting and game platform FortunaWin, enabling the Group to offer its products in new markets. Currently, the new online platform offers its betting and gaming products to customers in Hungary.

The Company’s strong position is supported by a team of experienced bookmakers with thorough knowledge of the local markets as well as a broad and in-depth understanding of the sport we follow globally. The Company operates a sophisticated risk management platform based on original know-how and the best available international technologies.

Business Strategy 

Fortuna Entertainment Group’s growth strategy is built upon a combination of two key distribution channels: online betting, a segment in which the Company sees considerable potential, and strengthening of its retail platform and increasing the volume of bets received per outlet. Furthermore, the Fortuna aims to expand its product and distribution channel portfolios, supported by increased customer trust and loyalty. An important milestone for the company was gaining a licence for the operation of a lottery in the Czech Republic in July 2010. The Company is also concentrating on seeking out opportunities for entering new markets. Further potential expansion opportunities are highly dependent on the regulation of the betting and gaming sector on the target markets.

Lottery

In July 2010 the company Fortuna SazKan obtained a licence to offer lottery products in the Czech Republic. The Group subsequently signed a cooperation agreement with Intralot, the leading global provider of lottery games and technologies. Pursuant to the agreement, Intralot will equip Fortuna with lottery terminals. The launch of the lottery in the Czech Republic is scheduled for 2011.

Competitive Advantages 

The company believes that its key competitive strengths are as follows:

  • An established and trusted brand with a 20-year track record
  • Significant market positions in the Czech Republic, Slovakia and Poland
  • A two-pronged distribution platform with a wide-ranging product offer
  • Strong dividend payout supported by high cash generation/return on investment
  • A superior risk management and profit protection platform
  • Online market growth
  • A strong management team with experience in sports betting and retail

Key Financial Data

The 2010 first-half results of Fortuna Entertainment Group show that the leading Central European fixed-odds betting operator continues to grow successfully. According to interim financial results, the Company saw its total bets received (Amounts Staked) for the reporting period increase by about 12 per cent to almost EUR 192 million.

The 2010 first-half Gross Win grew by 10 per cent to EUR 45.4 million, compared to the EUR 41.1 million recorded for the preceding six months. The recurring EBITDA increased year-on-year by 4 per cent to EUR 11.6 million, compared to EUR 11.2 million in the first half of 2009.

The good half-year results were driven in particular by the ever-increasing revenues from online betting. The positive results were also aided by the growing popularity of “live betting” (real-time bets placed during particular games or sports events) in the Czech Republic and Slovakia, and by the focus on streamlining retail operations across all markets.

Last year, the company received EUR 338 million in bets, confirming its leading position in the region. The 2009 result represents a 2% year-on-year improvement, compared to the EUR 322 million in total bets received in 2008. Recurring EBITDA was EUR 24.9 million in 2009, compared to EUR 24.4 million in the preceding year. Net profit increased by 5.5 per cent on the 2008 result to EUR 16.9 million.

Selected Financial Indicators

(EUR million) 1H 2009 1H 2010
Amounts staked 171.0 191.6
Revenues 35.9 39.3
Operating profit 9.5 10.3
Net profit 7.3 7.2
Recurring EBITDA 11.2 11.6

 

(EUR million) 2007 2008 2009
Amounts staked 252.9 322.4 337.9
Revenues 58.0 78.2 74.6
Operating profit 12.8 23.6 21.4
Net profit 8.2 16.1 16.9
Recurring EBITDA 12.7 24.4 24.9

 

The Group’s Main Companies

The most significant businesses controlled by the Company are:

Fortuna SazKan, founded in 1990 in Prague, operates a betting business. In 2007 the company launched betting via telephone (Telekonto) and obtained a licence to operate fixed-odds internet betting in 2008. In 2009 the company launched online betting on the Czech market and, later that year, obtained a licence for a new game called “goal storm”. In July 2010 the company received a licence to operate lotteries.

Fortuna GAME, founded in 1991 in Prague, offers sports bets on the basis of a licence valid until 2019.

Fortuna SK has been active in Slovakia since 1991, where it offers fixed-odds betting (both in outlets and online).

Fortuna PL, founded in late 1995 in the Polish town of Ustroń, operates a betting business. The company has offered fixed-odds betting in recent years, and betting on results of number games until 2009. In November 2009 Fortuna PL obtained a licence to operate virtual horseracing.

FortunaWin Ltd. and FortunaWin Gaming Ltd. were founded in 2009 and are based in Ta’Xbiex, Malta. The companies have organised online betting since June 2010 and operate Microgaming platforms. 

Management 

Fortuna employs a two-tier management model: the Management Board is the executive body, overseen by the Supervisory Board. The Management Board currently consists of four members. The Management Board is chaired by Jiří Bunda, who was associated with Zepter International, where he held the post of general manager in both the Czech Republic and Slovakia and then in Russia. Wilf Walsh, an expert with extensive experience in the entertainment and betting businesses in the UK, is the Vice Chairman of the Fortuna Management Board. The remaining Management Board members are Jana Galacová and Richard van Bruchem.

The Supervisory Board also consists of four members and is chaired by Jozef Janov, who represents the investment group Penta, Fortuna’s sole shareholder. Other Penta representatives on the Supervisory Board are Václav Brož and Martin Kúšik. Michal Horáček, the original founder of Fortuna in the Czech Republic, has also been appointed to the Supervisory Board.

Dividend Policy

The Management Board is of the opinion that the high level of cash conversion and moderate financial leverage present Fortuna with adequate resources for financing further development from its own cash flow as well as providing sufficient dividend payout. The Management intends to propose to Fortuna’s general meeting of shareholders that it distribute dividends in the range of 70 to 100 per cent of the consolidated net profit for the respective period.

Selling Shareholder

Currently, Penta Investments Limited, registered in Limassol, Cyprus, is the sole owner of Fortuna. The beneficial owner of the company is Penta, a Central European investment group operating in private equity and real estate investment.

Corporate Governance

Fortuna implements and maintains management standards in line with international requirements. The Company intends to operate in accordance with corporate governance principles valid in the Czech Republic, Poland and the Netherlands as broadly as practicable, with certain exceptions described in the Prospectus.

MEDIA CONTACTS

Petr Šrain

PR manager, Spokesperson
Tel.: +420 267 218 195
Mobil: +420 739 607 527
E-mail: [email protected]

These contacts are primarily for journalists. Therefore, unfortunately, we can not guarantee that we will be able to react to non-media enquiries within the desired deadline. If you are a Fortuna customer, you can also send your question to [email protected] or connect with us some other way. Thank you for your understanding.