Answear com S A : .com plans to issue shares to raise funds for PRM brand development

Answear.com, a leading e-commerce provider of fashion and home & lifestyle products in the CEE region, intends to carry out an issue of up to 1 million new L-series shares excluding subscription rights for existing shareholders. According to the draft resolutions announced today, subject to the approval of the Company's General Meeting, the shares will be offered through a public offering exempt from the requirement to publish a prospectus. The issue price will be determined based on the results of the book-building process. The funds raised will be used to develop the PRM brand.

The acquisition of PRM and Sneakerstudio carried out at the end of the first and the beginning of the second quarter of this year has significantly strengthened Answear.com's position as one of the leading fashion e commerce players operating in the markets of Central and Eastern Europe. In addition, the Company has opened up to the new, highly attractive premium sneaker & streetwear segment, thus reaching a new group of customers, in particular representatives of Generation Z and Alpha.

- We strongly believe in the growth of the PRM brand and the potential of the premium sneaker & streetwear segment, which is attractive to us primarily because of its ability to generate high margins due to the high average order value, as well as strong customer demand despite the challenging economic situation. We treat PRM as a complementary brand to Answear.com and look forward to leveraging each other's strengths by combining its unique offer, operational efficiency and Answear.com's technology and logistics facilities," comments Krzysztof Bajołek, CEO of Answear.com.

Answear.com plans to issue no more than 1 million new L-series shares with exclusion of pre-emptive rights for existing shareholders. According to the proposal of the Company's Management Board, the Company's shareholders will have a preemptive right, entitling them to take up shares in the offering before other investors, in a number that will enable them to maintain their shareholding, at the level as of the date specified in the resolution. Upon approval by the Company's General Meeting, the shares will be offered to investors selected by the Company's Management Board through a public offering exempt from the requirement to publish a prospectus.

The Company intends to use the funds raised for the development of the PRM brand, including the expansion of its product offering, the opening and development of operations in new markets, as well as marketing expenses related to acquiring new customers and rebranding. The contents of the resolutions on the issue will be voted on at the Company's Extraordinary General Meeting on October 16.

- We have a concrete plan for the development of the PRM brand, which we would like to realize as soon as possible, for this reason we decided to issue to selected investors without the need to prepare a prospectus. This structure of the offering will enable us to raise capital in a relatively short period of time," adds Jacek Dziaduś, Answear.com's Vice President of Finance.

Answear.com's experience, gathered from 11 markets, should greatly facilitate and accelerate the internationalization of the PRM brand. By the end of the year, the Company intends to launch sales in the remaining foreign markets and fashion marketplaces. In the following years, expansion into new markets is planned, as well as the launch of showrooms in major capitals in the CEE region.

Under the proposed draft resolutions for the Extraordinary General Meeting, the Company intends to adopt a new incentive program for members of the Board of Directors, key managers and employees and associates of Answear.com. The program will be implemented through the issuance of new shares within the framework of the Board of Directors' authorization to increase the authorized share capital, the adoption of which has been included in the agenda of the Company's next General Meeting. In connection with the implementation of the incentive program, the Company will be able to offer up to 160,000 new shares to eligible persons after July 1, 2025, with the number of new shares to be offered depending on the EBITDA for 2023. Answear.com will be entitled to offer the maximum number of new shares under the ESOP if the Company achieves at least PLN 80 million in EBITDA for 2023. The objective of the incentive program is to ensure growth and long-term value creation of Answear.com S.A. The detailed terms of the incentive program will be determined by the Company's Supervisory Board.