Completion of sale of ordinary shares in ZABKA GROUP SA
Pricing Press Release
Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States of America, Australia, Canada, Hong Kong, New Zealand, Japan, Switzerland or South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.
13 November 2025
COMPLETION OF SALE OF ORDINARY SHARES IN ZABKA GROUP S.A.
Further to their announcement on 12 November 2025, Heket Topco S.a r.l., and PG Investment Company 1113B S.a r.l., (the “Sellers”) have sold in aggregate 100 million ordinary shares in Zabka Group (the “Company”) (the “Shares”) representing 10% of total shares outstanding in the Company, at a price of PLN 21.5 per ordinary Share (the “Sale”).
Upon settlement of the Sale, the aggregate ownership interest of the Sellers in the Company’s issued ordinary share capital will be as follows:
- Heket Topco S.a r.l., 37.7%
- PG Investment Company 1113B S.a r.l., 10.0%
The Sellers have undertaken to the Global Coordinator not to transfer or dispose of any of their remaining holding of ordinary Shares in the Company for 180 days from the date of settlement of the Sale, subject to certain customary exceptions, including in relation to financing transactions and waiver by the Global Coordinator.
Ipopema Securities acted as Global Coordinator and Bookrunner in connection with the Sale.
IMPORTANT INFORMATION
The distribution of this announcement and the offer and sale of the Shares in certain jurisdictions may be restricted by law. The Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Shares in such jurisdiction. No action has been taken by the Sellers, the Global Coordinator or any of their respective affiliates that would permit an offering of the Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong, New Zealand, Japan, Switzerland or South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No prospectus or offering document has been or will be prepared in connection with the Sale. Any investment decision to buy securities in the Sale must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Sellers, the Global Coordinator or any of their respective affiliates.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
In the EEA member states (each such EEA member state a “Relevant State”), this press release and the information contained herein is intended only for and directed only to “qualified investors” as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.
In the United Kingdom, this announcement and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of assimilated Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the EU (Withdrawal) Act 2018) who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
The Global Coordinator are acting for the Sellers only in connection with the Sale and will not be responsible to anyone other than the Sellers for providing the protections offered to the respective clients of the Global Coordinator, nor for providing advice in relation to the Sale or any matters referred to in this announcement.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong, New Zealand, Japan, Switzerland or South Africa or any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
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