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New listing of DG-Net S.A. on NewConnect

The company DG-Net S.A. was newly listed on NewConnect on 10 May 2021.

DG-Net S.A. is the 367^th company listed on NewConnect and the thirteenth new listing on NewConnect in 2021.

Key information

*at the issue price of series D shares equal to PLN 2; the issue price is equal to the proposed reference price

Issuer’s history and business

DG-Net S.A. is a telecom operator which develops fibreoptic networks and provides broadband internet access, digital television, and fixed-line phone services.

The company DG-Net S.A. was established through the transformation of economic activity carried out under the name of dg-net.pl Anna Jaworska on the basis of a statement of 31 January 2017 concerning transformation into a joint-stock company put on record by Notary Mirosław Szura (Rep. A 409/2017). The transformation into a joint-stock company was registered on 28 February 2017.

Since its inception, the company has offered internet access in the city of Dąbrowa Górnicza. The company DG-Net dates back to 2002 when Mr Mariusz Jaworski developed a neighbourhood network originally as a non-profit project. In 2004, the network was taken over by the company InterBit Computer. On 28 February 2017, the economic activity carried out by an individual was transformed into the joint-stock company DG-Net S.A. The transformation into a joint-stock company helped to expand the scale of the business and ensure its further dynamic growth.

In 2017, DG-Net S.A. took over 50% of the company E-Delta sp. z o.o., a local network operator, and Mr Mariusz Jaworski was appointed the company’s President.

With a view to reorganising the structure and personal relations within the DG-Net, agreements signed on 30 July 2018 established a capital group. DG-Net S.A. acquired:

• 50% of shares of E-Delta sp. z o.o.
• 100% of shares of Optomedia sp. z o.o.
• 100% of shares of Optomedia Polska sp. z o.o.

In November 2018, after the acquisition of the above entities, the group was consolidated as a single entity, DG-Net S.A.

The business model of DG-Net is to provide telecom services including mainly fixed broadband access. The company’s geographic markets include the cities of Dąbrowa Górnicza, Katowice and Gliwice, as well as towns in the Silesian Region, where the Company is typically the only provider of such service. The Company operates fibreoptic infrastructure in the city of Konin and in the Special Economic Zone Opole. Under an agreement with Żabka Polska, the Issuer provides internet access to more than a thousand shops of the company across Poland. Under a 2020 agreement with Tauron Obsługa Klienta sp. z o.o. concerning lease of infrastructure situated largely in the Lower Silesian Region (Wałbrzych, Kłodzko Valley, approx. 800 km of backbone network) and the Silesian Region (Sosnowiec and its surroundings, ca. 700 km of backbone network), the Issuer is planning to sell integrated telecom solutions in the TOK Network to businesses and individuals. The Issuer is planning to intensify sales activities in Warsaw.

The Issuer holds a capital group comprised of DG-Net S.A. sp.k. The company DG-Net S.A.’s participation in assets and profits/losses is 98%. The limited partnership provides office administration, fibreoptic and radio network maintenance and management services to  DG-Net S.A.

 The Issuer’s selected financials (PLN):

Private offering of series D shares

Subscription start date: 14 September 2020

Subscription end date: 14 September 2020

Shares offered in the subscription: 25,000 shares

Shares of the series allotted in the subscription: 25,000 shares

Price of the shares: PLN 2.00 

All shares of the series were paid in cash.

Shares allotted to: 1 natural person (not a related party of the Issuer)

Offering value: PLN 50,000 

Sale of shares subject to the application for introduction by shareholders in the last 12 months

There were four transactions in 87,153 series C Shares at prices ranging from PLN 1.44 to PLN 2.00 with a total value of PLN 166,528 in the 12 months preceding the date of submission of the application for introduction. 

Issuer’s shareholders:

The Issuer’s share capital according to the entry in the business register is PLN 561,772.20 divided into 5,617,722 ordinary bearer shares with a nominal value of PLN 0.10 per share including:

• 4,752,722 series A1 preferred registered shares,
• 247,278 series A2 ordinary bearer shares,
• 225,080 series B ordinary bearer shares,
• 367,642 series C ordinary bearer shares,
• 25,000 series D ordinary bearer shares.

The application for introduction covered 865,000 series A2, B, C and D shares representing 15.40%