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New listing of MENTZEN S.A. on NewConnect

The company MENTZEN S.A. was newly listed on NewConnect on 2 July 2024.

MENTZEN S.A. is the 357^th company listed on NewConnect and the fifth new listing on NewConnect in 2024.

Key information

* based on the reference price equal to PLN 36 set as the sale price of series A shares in a public offering.

Issuer’s history and business

The Issuer was incorporated in August 2022 by Vistra Shelf Companies sp. z o.o. under the name Kevantotill Investments S.A. (as a shelf company). The purchase of shares in Kevantotill Investments S.A. by Sławomir Mentzen and the change of name to Mentzen S.A. took place in December 2023. The contribution of shares in Mentzen S.A. by Sławomir Mentzen to the Mentzen Family Foundation in organisation (the Foundation is in the process of being registered by the Court) under a donation agreement took place in February 2024.

The President of the Management Board of the Issuer and, through the Mentzen Family Foundation in organisation, its majority shareholder is Mr Sławomir Mentzen, a member of the Sejm of the tenth term, co-chairman of the leadership council of the federative grouping Konfederacja Wolność i Niepodległość and president of the Nowa Nadzieja party.

The Mentzen S.A. Group provides tax and legal advice and accounting services to micro, small and medium-sized enterprises. Employment in the Issuer Group as at 31 March 2024 was 126 persons. The Group’s activities consist of offering advisory services (tax, legal, accounting) mainly based on a subscription model. The Group’s revenue mix includes revenues generated from recurring services (revenues from the sale of subscription services, which generated 46% of the Group’s revenue in 2023, and contractual subscription at 18.2% of revenues) and project-based services (35.8% of revenues). The provision of services in the subscription model shows high collection efficiency due to the automatic collection of payments from the Group’s customers’ payment cards. The monthly average number of customers served in 2023 was 3069 and the monthly average in 2022 was 3065 customers, reflecting the stability of the customer base. With regard to project-based revenues in connection with individual tax consultations and audits, project assignments carried out for a few of the largest clients accounted for approximately 15% of the Group’s revenue in 2023, and in the Issuer’s opinion there is no risk of revenue concentration in this segment.

As at the date of the Document, there are three companies within the Group due to the regulations governing tax advisory and legal advisory business:

• Mentzen S.A. - parent company of the Group. The company employs persons providing accounting services to the clients of Kancelaria Mentzen sp. z o.o.
• Kancelaria Mentzen sp. z o.o. - a subsidiary entered in the register of legal persons authorised to provide tax advice. The company employs tax consultants, customer service and quality control staff. In view of its contracts under the subscription model, this company invoices the Group’s clients.
• Mentzen Legal sp.k. - a subsidiary in which the profession of legal counsel and attorneys is practised within the Group and which participates in the provision of legal advice services.

The Company’s share capital amounts to PLN 100,000 and is divided into 1,000,000 series A and B shares, with a nominal value of PLN 0.1 each, including:

- 665,000 series A ordinary bearer shares;

- 335,000 series B preferred registered shares (two votes each).

Series A shares were issued in the transformation of the Issuer into a joint stock company.

Series B shares - pursuant to a resolution of the Issuer’s EGM of 30 January 2024, 335,000 series A founder shares were spun off into a new series B, with a change in the type of shares.

Public sale of series A shares

On 5 March 2024, the Issuer published an Information Memorandum in connection with the public offering by the Issuer’s shareholder, i.e. Mentzen Family Foundation in organisation, of the Company’s existing series A shares ranging from 150,000 to 350,000 ordinary bearer shares. The public offering ended on 4 April 2024 and the allotment of 350,000 series A ordinary bearer shares was made on 5 April 2024 to 905 investors (including 10 legal persons) at a price of PLN 36 per share. The reduction rate was 56.51% in the tranche of large investors and 61.82% in the tranche of small investors.

The sale of the series A shares took place by way of a public offering with a value of between EUR 1,000,000 and EUR 5,000,000, and the function of the investment firm acting as intermediary in the offering was performed by Dom Maklerski INC S.A.

The value of the public offering of series A shares amounted to PLN 12.6 million

Selected financials of the Issuer’s Group

*quarterly data of the Issuer’s Group, unaudited

** based on the pro forma consolidated financial statements of Mentzen S.A. (Issuer) and the subsidiary Kancelaria Mentzen sp. z o.o. for 2023, presenting a hypothetical view of the consolidated financial statements if the companies formed a group as of 1 January 2023. The pro forma consolidated financial statements comprise only the balance sheet and the profit and loss account and were not audited.

Shareholders

• Mentzen Family Foundation in organisation - 650,000 shares, representing 65% of equity and 73.78% of the votes;
• Other shareholders - 350,000 shares, representing 35% of equity and 26.22% of the votes.

Financial instruments newly listed on NewConnect:

• 350,000 series A ordinary bearer shares