Expected Intention to Float

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

 

This announcement is not a prospectus nor an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan or Australia.

Neither this announcement, nor anything contained herein, nor anything contained in the Registration Document (as defined herein) shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement or the Registration Document except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Baltic Classifieds Group PLC (the "Company"), a new company to be inserted as the ultimate holding company of ANTLER MidCo S.à r.l. and its direct and indirect subsidiaries (the Company and ANTLER MidCo S.à r.l., together with their subsidiaries and subsidiary undertakings, the "Group", "Baltic Classifieds Group" or "BCG"), in due course in connection with a possible offer of ordinary shares in the Company (the "Ordinary Shares") and the possible admission to listing of such Shares to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (the "LSE").  A copy of any Prospectus will, if published, be available for inspection on the Group's website at https://balticclassifieds.com, subject to certain access restrictions.

 4 June 2021

Baltic Classifieds Group PLC

 

Announcement of Expected Intention to Float on the London Stock Exchange and Intention to Publish a Registration Document

 

Baltic Classifieds Group, the leading online classifieds group in the Baltics, is today announcing its potential intention to undertake an initial public offering (the "IPO" or the "Offer") and the intended publication of a registration document (the "Registration Document"). Should BCG proceed with the IPO, the Company will apply for admission of its entire issued ordinary share capital to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (together, "Admission").

 

BCG Highlights

 

·   BCG owns and operates 12 leading vertical and generalist online classifieds portals in Lithuania, Estonia and Latvia, comprising eight vertical portals across automotive, real estate, and jobs and services, and four generalist portals, offering a wide range of products

·   The Group's 12 portals across the automotive, real estate, jobs and services, and generalist categories include number one sites in each category. Moreover, in the two largest Baltic markets, Lithuania and Estonia, BCG owns the number one classifieds portal in each of jobs, automotive, real estate and generalist marketplace, with an audience lead against the nearest competitor that varies between 2x to as much as 23x

·   These leadership positions are highly sustainable due to the strong network effects generated by having the largest and most engaged user base, very high levels of customer penetration and the highest number of listings, and very strong brand awareness, with most of the Group's portals ranked among the most visited websites in their respective country

·   The Group's portals attracted 69.2 million visits on average per month in the financial year to 30 April 2021, equivalent to 11.5 visits per month for each Baltic citizen,  and capture the vast majority of their respective listing markets

·   The Group's portals offer consumers free access to search for a wide range of products and services listed by B2C listers (listers that have a subscription-based contract with the Group), C2C listers (listers that transact with the Group through one-off transactions), and portal-specific ancillary services, such as financial intermediation and data services

·   The Group's operations started in 1999 with the foundation of the Group's real estate portal Kv.ee and generalist portal Osta.ee in Estonia. Since 1999, the Group has expanded its operations through organic development and by acquiring market-leading online classifieds assets. Since July 2019, the Group has been owned by funds advised by Apax Partners LLP

·   The Group has a highly experienced and committed management team with considerable experience in operating and scaling online classifieds portals in the Baltics. The CEO and COO joined the Group in 2005 and 2007 respectively, and many members of the management team come from acquired portals and have stayed with the Group following acquisition and integration

·   In the financial year ended 30 April 2021, the Group generated revenue of €42.3 million and Adjusted EBITDA of €33.0 million. The Group's revenue and Adjusted EBITDA grew 20.5% and 22.0% CAGR respectively from the twelve months ended 30 April 2019 to the financial year ended 30 April 2021 (10.9% revenue CAGR on an organic basis)

·   The Group has a track record of consistent, industry-leading Adjusted EBITDA margin and cash conversion reaching 78.1% and 99.8% respectively for the financial year ended 30 April 2021

·   The Group's operations comprise the following four business lines:

o Automotive: includes Autoplius.lt in Lithuania and Auto24.ee in Estonia, and  represented 39.8% of the Group's revenue for the financial year ended 30 April 2021

o Real Estate: includes Aruodas.lt in Lithuania, Kv.ee and City24.ee in Estonia, and City24.lv in Latvia and represented 25.2% of the Group's revenue for the financial year ended 30 April 2021

o Jobs & Services: includes CVbankas.lt and Paslaugos.lt in Lithuania and represented 11.8% of the Group's revenue for the financial year ended 30 April 2021

o Generalist: includes Skelbiu.lt and Kainos.lt in Lithuania and Osta.ee and KuldneBörs.ee in Estonia and represented 23.2% of the Group's revenue for the financial year ended 30 April 2021

 

Justinas Šimkus, CEO of BCG, said:

 

"Best-in-class leadership positions, unique synergies between vertical and generalist portals and industry-leading Adjusted EBITDA margins and cash generation are the characteristics that define Baltic Classifieds Group.

 

Our intention to list on the London Stock Exchange is an important milestone for our company, and we are looking forward to it with great excitement."

 

Trevor Mather, Chair of BCG, said:

 

"It is a privilege to have been asked to chair Baltic Classifieds Group as it prepares for life as a public company on the London Stock Exchange, and it is a pleasure to renew the Board relationship that I had at Auto Trader with Ed Williams. 

 

It's understood that online classifieds businesses, which have considerable network effects, are ones where number one market positions tend to be self-reinforcing. But I have not seen within one company a collection of classifieds businesses that consistently exhibit such strong market leadership positions. Baltic Classifieds Group has leading positions in the Automotive, Real Estate and Jobs and Services verticals which, together with our leadership in generalist marketplaces, have created a truly significant competitive moat.

 

The business is in the Baltics, a high growth part of Europe which is becoming known as part of the 'New Nordics'. It is led by a management team that has deep classifieds experience, that has created an environment of rapid decision making, of trust and of fun, and I believe this presents an opportunity for public market investors to become shareholders in a high quality business at an early stage of its monetisation journey."

 

Potential Offer Highlights

 

Should BCG proceed with the IPO, the current expectation is that:

 

·   The Ordinary Shares would be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange

·   The Offer would be expected to comprise an offering of both new Ordinary Shares to be issued by the Company (the "Primary Raise") and existing Ordinary Shares to be sold by ANTLER EquityCo S.à r.l. (a company owned by funds advised by Apax Partners LLP) and certain other BCG shareholders. The Directors would intend to use the net proceeds from the Primary Raise for the repayment of existing debt in conjunction with the refinancing of the Senior Facilities Agreement targeting a net debt at IPO of c.2.75x FY21 Adjusted EBITDA

·   The Offer would be a targeted offering to certain institutional investors outside the United States pursuant to Regulation S and to QIBs in the United States pursuant to Rule 144A under the US Securities Act of 1993 (the "Securities Act")

·   Immediately following Admission, the Company is targeting a free float of at least 25% of issued share capital and expects that it would be eligible for inclusion in the FTSE UK indices

·   Any additional details in relation to the Offer, would be disclosed in an Intention to Float announcement and/or the Prospectus, if and when published

 

The Offer is being considered to provide access to additional sources of capital to help support BCG's future growth ambitions, to further enhance BCG's ability to recruit and incentivise its key management and employees, to raise the profile and reputation of the Group and to provide the selling shareholders with an opportunity for a partial realisation of their shareholding in BCG. The Company has engaged Merrill Lynch International ("BofA Securities") as Global Co-ordinator, Joint Bookrunner and Sponsor and BNP Paribas ("BNPP") as Joint Bookrunner in the event the Offer proceeds.

 

A copy of the Registration Document will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism once approved by the FCA. A copy of the Registration Document will also be available on BCG's website at https://balticclassifieds.com subject to certain access restrictions.

 

Access to supplemental information for bona-fide, unconnected research analysts: Information in relation to BCG will be made available via a link to unconnected research analysts today. Please contact Miglė Pranaitytė ([email protected]) if you believe you are a bona-fide research analyst and would like to receive access to the information.

 

Investment Highlights

 

1.   The leading online classifieds portals in the Baltics

The Group has a broad and diversified portfolio of leading portals across the Baltic region, including the number one portals by average monthly visits and by number of listings in automotive, real estate and generalist in Lithuania and Estonia, in jobs and services in Lithuania and the number two real estate portals in Estonia and Latvia. The Group has grown through a 'build and acquire' strategy with almost all of the Group's portals having more than 15 years of operational history. Consequently, the Group benefits from a first mover advantage with brands that have built a strong affinity with consumers and listers.

Large and engaged audience of Baltic consumers

Due to its leading market positions and strong brand affinity, the Group's portals attract a large and highly engaged consumer audience with 69.2 million visits on average per month in the financial year ended 30 April 2021. In the financial year ended 30 April 2021, a person in the Baltics visited the Group's portals 11.5 times a month on average (based on average monthly visits per capita), making the portals the go to place for consumers to shop.

"Go to" portals for the vast majority of listers in a fragmented market

The Directors believe that the leadership positions of the Group's portals in terms of their large and highly engaged consumer audience make them the most attractive portals for listers. Consequently, the Group's portals capture the vast majority of their respective listing markets, resulting in the Group's portals having the leading amount of content compared to competitors.

High penetration does not depend on a small number of large B2C listers as the automotive, real estate, jobs and services and generalist markets remain fragmented. Both the automotive dealer and the real estate broker markets are large but highly fragmented consisting of many smaller independent listers. For example, the majority of smaller and independent automotive dealers and real estate brokers have limited resources to invest in marketing and operations and, consequently, online classifieds portals are often their preferred channel, serving essentially as storefronts for reaching consumers.

A significant part of the automotive and real estate markets is represented by C2C listers, which contributes to greater market fragmentation. For used vehicle sales transactions, the private seller market represented approximately 44% in Lithuania and 63% in Estonia in 2020. The private seller real estate market represented approximately 48% of total residential property sales transactions in Lithuania, 21% in Estonia and 61% in Latvia in 2020.

Powerful network effects strengthened by vertical and generalist leadership

The Group's leading market positions, in terms of traffic and consumer audience engagement, attract higher numbers of listings, which in turn attracts even more consumer traffic. These very strong network effects drive sustainable leadership positions and make it more difficult for new entrants to enter these markets, with over a dozen new companies having launched across vertical and generalist categories in the last 20 years without reaching sizeable market positions.

The Group's leading positions across both its vertical and generalist portals also drives cross-listing traffic and revenue, resulting in further competitive advantages. Cross-listing is a strategic means of increasing content across both vertical and generalist portals, improving the market positions of the Group's vertical and generalist portals and directing traffic to higher monetising vertical portals.

In addition, leadership across vertical and generalist portals enhances network effects for the Group and allows leadership across all price points, which limits the possibility of generalist competition building leadership positions in particular price categories or becoming a specialised portal.

2.   Strong value proposition for listers enabling pricing increases, and resilience during market volatility and recessions

Having operated leading portals since the late 1990s, the Group has deep knowledge of the needs and operations of its listers, as well as significant experience in developing a strong value proposition for its listers and consumers. The Directors believe that the continued focus on improving content quality and investment in new features and value added services increases lister and consumer engagement and user retention. This has enabled the Group to implement price increases consistently over the years without significant lister churn.

The Group demonstrated resilient performance during the COVID-19 pandemic with continued revenue growth and margin expansion despite offering temporary discounts to B2C listers, delaying certain planned price increases and providing additional package benefits free of charge to C2C listers. Although the Group experienced a dip in traffic at the onset of the COVID-19 pandemic, traffic remained above 2019 levels for the whole of 2020.

3.   Fit-for-purpose and well-invested technology capability

The Group takes a pragmatic and long-term approach to technology, resulting in a scalable infrastructure capable of handling increasing levels of traffic with very high uptime. All technology is developed in-house by a highly skilled, efficient and motivated team on a portal-specific basis, allowing an agile approach while ensuring shared components and applications across the platforms.

4.   High-quality management team with proven operational track record

The Group has a highly experienced and committed management team with considerable experience in running and scaling online classifieds portals in the Baltics. The CEO and COO joined the Group in 2005 and 2007 respectively. Many members of the management team come from acquired portals and have stayed with the Group after the acquisition and integration. There is a strong culture of entrepreneurship, with portal managers given flexibility to drive their own operations, as well as best-in-class knowledge sharing practices. The management team has a very strong track record in delivering organic growth, margin expansion and successfully identifying, executing and integrating M&A opportunities and realising synergies. On an organic growth basis, the Group's revenue grew at a 10.9% CAGR from the twelve months ended 30 April 2019 to the financial year ended 30 April 2021, despite the impact of the COVID-19 pandemic.

5.   Cash generative business with excellent margin profile

Careful cost management creates operating leverage

The Group benefits from a lean organisational structure, with core sales, user support and IT functions at portal level and other key corporate functions shared across the Group's portals, which also enables high synergy realisation when new portals are acquired. Due to the high level of brand awareness, leading market positions and high organic traffic, the Group has a low marketing spending requirement that has been decreasing over time, while traffic has grown at double digit rates from the twelve months ended 30 April 2018 to the financial year ended 30 April 2021.

Margin and cash conversion characteristics translating into sustainable, attractive returns to shareholders

The Group has a track record of consistent, industry-leading Adjusted EBITDA margin delivery which reached 78.1% for the financial year ended 30 April 2021. Despite continued margin expansion, the Directors believe that the business remains fully invested and capable of delivering the future growth strategy.

Due to the development of technology in-house, the Group requires very low capex to sustain its existing IT infrastructure. As a result, the Group achieved cash conversion of 99.8% for the financial year ended 30 April 2021, underpinning the Group's ability to return significant cash to shareholders over the longer term.

High level of digitalisation and attractive business environment facilitate Group operations

The Baltic economy is underpinned by strong and attractive macroeconomic fundamentals. This, combined with the very high level of digital adoption and the ease of doing business in the Baltics, further supports the Group's business and operations and its ability to efficiently and effectively execute on its growth strategy.

 

Strategy Highlights

 

The Group's objective is to provide trusted marketplaces to connect listers and consumers across the Baltic region through "easy-to-use" and "feature-rich" portals resulting in an efficient transaction experience for all parties. The Directors believe that the Group is well placed to achieve this due to its portfolio of leading brands, strong market positions and sustainable and scalable business model, and aims to continue delivering profitable growth as follows:

 

1.   Focus on driving monetisation of core services

The Group's primary growth driver and focus is to drive increased monetisation of its core services, by increasing average revenue from each lister.

Historically, the Group has successfully increased monetisation across all portals and across B2C and C2C, with limited impact on lister churn, owing to the Group's objective to optimally balance the improved value proposition offered by its portals, with the increased spending from its listers.

The Group has a systematic approach to price increases, which are implemented through detailed planning phases and close engagement with listers, and has a pipeline of planned price increases across its portals with various strategic levers to drive monetisation. These include:

·   Introducing new packages and driving the adoption of higher value packages with B2C listers,

·   Reducing volume discounts for large B2C listers,

·   Deepening the implementation of a value-based pricing model,

·   Increasing take-up of listing promotion features, and

·   Driving the take-up of longer duration listings for C2C listers

 

B2C monetisation level considerably below other European markets

The Directors believe that this is supported by significant headroom to increase monetisation as the level of monetisation of B2C listers by the Group's portals is considerably below that of leading classifieds portals in other European markets. For example, in 2019:

·   The Group's B2C automotive revenue as a percentage of used vehicles dealers' gross profits in Lithuania and Estonia (known as the "take-rate") was estimated at approximately 1% and 2% respectively versus approximately 4% to 6% estimated for leading portals in the UK and Germany

·   The Group's real estate take-rate (across both sales and rental markets) was estimated in the range of 2% to 3% in the Baltics versus in the range of 3% to 9% estimated for leading portals in the UK and Germany

·   CVbankas.lt's job listing fee as a percentage of monthly Lithuanian national living wages was estimated at approximately 3% versus the Directors' estimate in the range of 13% to 17%, 10% to 15% and 8% to 12% for leading portals in Finland, Norway and Sweden respectively

 

Despite current monetisation levels in other countries being higher than the Group's leading classifieds portals, other countries continue to increase average revenue per lister, supporting the significant growth potential for the Group's B2C revenue.

C2C listing cost significantly cheaper than other markets and alternative channels

The Directors believe that the Group's C2C revenue has a similarly strong growth potential. The average effective cost of a C2C listing as a percentage of the underlying transaction value on the Group's portals is significantly lower than on leading portals in other countries. For example, in 2020, the estimated average effective price for a C2C listing on the Group's automotive portals represented approximately 0.4% of the average C2C used vehicle price in Lithuania and Estonia versus an estimated range of 0.4% to 1.2% in other markets such as Australia, the Netherlands, Norway, Poland and the UK. The same trend applies to C2C real estate listings on the Group's portals.

Moreover, the Group's C2C pricing is significantly cheaper than the alternative transaction channels offered to its listers. For example, a local real estate broker typically charges a commission fee equal to 3% of the transaction value, whereas the average effective cost of such a C2C real estate listing on Aruodas.lt would be approximately €38. A similar dynamic applies to C2C automotive listings on the Group's portals.

 

In addition, as the prices of the Group's core classifieds offerings are linked to the value of the transactions, the Group's revenue is expected to grow in line with expected growth in the underlying automotive, real estate, jobs and services, and e-commerce markets. The underlying market growth drivers in each business line are further supported by positive macroeconomic development in the Baltic region where the positive macroeconomic trends provide the Group's listers and consumers with more money to transact on its portals and pay for the Group's products and offerings.

2.   Drive traffic through leading market positions and network effects

The Group will continue to leverage the existing strong market positions of its portals, their high brand recognition and traffic to drive more listings and traffic across its portals. As more listings are added, consumer audience traffic is expected to increase, and the more traffic increases, the more attractive its portals are, which again attracts more listings. These network effects are expected to continue to support revenue growth through an increase in income from listing fees, subscription fees and other revenue sources. Positive network effects are also expected to strengthen the portals' brand recognition.

3.   Grow ancillary revenue through existing and new partnerships

The Group also aims to grow revenue by offering ancillary products and services, with the overall objective of enhancing the transaction journey of consumers and listers in the Baltic markets. This includes opportunities such as:

·   Further leveraging existing ancillary services, such as the Group's third-party financing partnerships, the monetisation of the data collected from transactions, and the offering of third-party delivery services

·   The expansion of ancillary services in the future, whether through existing partnerships or by selectively identifying new services that would further enhance the portals' audience, user engagement and retention, and

·   Potentially entering adjacent areas of the automotive, real estate and jobs and services marketplaces that are not currently fully participating in the digital marketplace

 

4.   Pursue strategic opportunities through acquisitions

The Group has a strong track record of successfully integrating acquired businesses. The Group constantly evaluates its portfolio to optimise value creation and will continue its pursuit of attractive options for inorganic growth, particularly through bolt-on acquisitions and in-market consolidation in the Group's existing markets, and potentially new markets outside of the Baltics with a strong focus on similarly high-quality, market-leading businesses.

5.   Continuously improving the Group's scalability and maintaining high levels of operational efficiency while making necessary investments

While the Group already demonstrates high operating leverage, and operational and cost efficiency, it is committed to continue optimising costs and maintaining high cash conversion. However, the commitment to a lean and efficient organization does not prevent the Group from making strategic investments, for example in technology, to maintain its market-leading position and strong value proposition for listers and consumers, and to support the sustainability of a growing organisation.

 

 

Enquiries

 

Sponsor, Global Co-ordinator and Joint Bookrunner

 

BofA Securities

Peter Luck / Aukse Jurkute / Richard Abel / Kieran Millar / Petras Vaicius

+44 (0)207 628 1000

 

Joint Bookrunner

 

BNP Paribas

Igor Donnio / Thomas Marcot               

+33 1 4298 1234

 

 

 

 

 

 

FURTHER INFORMATION ON THE GROUP

 

Selected Historical Financial Information

 

Financial KPIs

In EUR millions unless stated otherwise	Predecessor (BCG Group) Twelve months ended 30 April 2019	change	Memorandum Aggregated (UNAUDITED) Twelve months ended 30 April 2020	change	Successor (ANTLER MidCo) Year ended 30 April 2021
Automotive revenue.................................	8.3	36.1%	11.3	49.4%	16.8
Real Estate revenue..................................	10.2	4.4%	10.6	0.4%	10.7
Jobs & Services revenue...........................	3.5	21.5%	4.3	17.3%	5.0
Generalist revenue.....................................	7.2	14.5%	8.2	19.6%	9.8
Group revenue..........................................	29.1	18.0%	34.3	23.1%	42.3
Adj. EBITDA.............................................	22.2	18.7%	26.3	25.4%	33.0
% Margin....................................................	76.2%		76.7%		78.1%

 

Operational KPIs

 

	For the twelve month period ended 30 April
	2018	change	2019	change	2020	change	2021
Traffic
Adjusted total Group traffic (visits in millions)(1)..................................................	47.5	11.2%	52.8	13.9%	60.2	15.0%	69.2
Total Group traffic (visits in millions)(2)..	43.3	12.6%	48.7	16.6%	56.8	21.8%	69.2
Automotive traffic growth.........................		12.6%		21.1%		24.9%
Real estate traffic growth..........................		4.9%		11.8%		24.4%
Jobs and services traffic growth...............		6.2%		19.7%		21.1%
Generalist traffic growth............................		16.8%		14.6%		18.3%
Automotive
Average number of B2C automotive dealer per month(3)..................................	1 936	18.2%	2 288	20.2%	2 749	22.1%	3 356
Monthly ARPD (in €)(4)..............................	113.3	10.6%	125.4	13.2%	141.9	16.0%	164.6
Average monthly active C2C auto listings(5).....................................................	20 313	5.7%	21 467	7.3%	23 042	25.3%	28 870
Average monthly revenue per active C2C auto listing (in €)(6)..........................	11.5	17.6%	13.6	17.9%	16.0	5.5%	16.9
Real Estate
Average number of brokers per month(7)	5 325	(2.1)%	5 213	(2.3)%	5 093	(5.6)%	4 809
Monthly ARPB (in €)(8)..............................	72.7	21.0%	87.9	8.7%	95.5	9.8%	104.9
Average monthly active C2C real estate listings(9).....................................................	11 858	8.2%	12 825	8.0%	13 853	3.5%	14 341
Average monthly revenue per active C2C real estate listing (in €)(10)..............	15.1	2.3%	15.4	(0.6)%	15.3	5.2%	16.1
Jobs and Services
Average number of job listers on CVbankas.lt per month(11).....................	1 225	8.1%	1 324	(2.2)%	1 296	17.4%	1 521
Monthly average contracted revenue per job lister on CVbankas.lt (in €)(12).........	169.8	20.1%	203.8	20.1%	244.8	(4.0%)	235.0
Generalist
Average monthly paid listings on Skelbiu.lt(13)...............................................	71 922	4.8%	75 400	10.1%	83 008	6.9%	88 726
Average monthly revenue per paid listing on Skelbiu.lt (in €)(14)....................	4.3	16.3%	5.0	4.8%	5.2	1.3%	5.3

(1)   Adjusted total Group traffic is total Group traffic adjusted to include Auto24.ee and to exclude Soov.ee. for all periods presented.

(2)   Total Group traffic as reported, whereby traffic from the acquisition of Auto24.ee is included only after the date of acquisition.

(3)   Average number of B2C automotive dealer per month represents the average number of B2C automotive dealer with a subscription (at any time) per month during the respective twelve month period.

(4)   Monthly ARPD (average revenue per automotive dealer) represents the total automotive B2C revenue for the respective twelve month period divided by the average number of B2C automotive dealers with a subscription per month divided by 12.

(5)   Average monthly active C2C auto listings represents the average number of C2C auto listings available on the Group's automotive portals at a specific day and time in each month during the respective twelve month period and excludes vehicle parts, vehicles other than autos and other C2C listings.

(6)   Average monthly revenue per active C2C auto listing represents the total C2C revenue (including C2C revenue from vehicle parts, vehicles other than autos and other C2C listings) for the respective twelve month period divided by the average number of active C2C auto listings per month divided by 12. Based on management estimates, approximately 75% of the total C2C automotive revenue in the respective periods was generated from C2C auto listings, with the remainder of the total C2C automotive revenue generated from vehicle parts, vehicles other than autos and other C2C listings.

(7)   Average number of brokers per month represents the average number of real estate brokers with a subscription (at any time) per month during the respective twelve month period.

(8)   Monthly ARPB (average revenue per broker) represents the total real estate B2C revenue for the respective twelve month period divided by the average number of real estate brokers with a subscription per month divided by 12.

(9)   Average monthly active C2C real estate listings represents the average number of active C2C listings available on the Group's real estate portals at a specific day and time in each month during the respective twelve month period.

(10) Average monthly revenue per active C2C real estate listing represents the total C2C revenue for the respective twelve month period divided by the average number of active C2C real estate listings per month divided by 12.

(11) Average number of job listers on CVbankas.lt per month represents the average number of job listers who had at least one active paid job listing on CVbankas.lt per month during the respective twelve month period.

(12) Monthly average B2C revenue per job lister on CVbankas.lt represents the total CVbankas.lt B2C revenue for the respective twelve month period divided by the average number of job listers with at least one active paid job listing at CVbankas.lt per month divided by 12.

(13) Average monthly paid listings on Skelbiu.lt represents the average number of paid listings on Skelbiu.lt per month during the respective twelve month period.

(14) Average monthly revenue per paid listing on Skelbiu.lt represents the total Skelbiu.lt classifieds revenue (including value added services) for the respective twelve month period divided by the average number of monthly paid listings on Skelbiu.lt divided by 12.

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATA AS OF 30 APRIL 2019, 2020 AND 2021

	Predecessor (BCG Group) 30 April 2019		Successor (ANTLER MidCo) 30 April 2020		Successor (ANTLER MidCo) 30 April 2021
In EUR thousand unless stated otherwise
Assets
Property, plant and equipment	185		334		211
Intangible assets and goodwill	31 506		433 517		416 909
Right-of-use assets	786		896		761
Other non-current receivables	6		65		-
Deferred tax assets	583		-		-
Non-current assets	33 066		434 812		417 881
Trade and other receivables	14 240		2 142		2 513
Prepayments	17		144		44
Cash and cash equivalents	1 577		20 559		17 079
Current assets	15 834		22 845		19 636
Total Assets	48 900		457 657		437 517
Equity
Share capital	3		21 916		21 916
Share premium	5		197 118		197 188
Reserves	358 328		-		27
Retained earnings	(323 202)		(10 858)		(10 931)
Total equity	35 134		208 176		208 200
Loans and borrowings (non-current)	484		194 568		210 413
Deferred tax liabilities	-		10 550		8 901
Non-current liabilities	484		205 118		219 314
Current tax liabilities	1 541		1 192		1 293
Loans and borrowings (current)	227		12 731		2 713
Payroll related liabilities	497		701		769
Trade and other payables (current)	9 758		28 437		3 580
Contract liabilities	1 259		1 302		1 648
Current liabilities	13 282		44 363		10 003
Total liabilities	13 766		249 481		229 317
Total equity and liabilities	48 900		457 657		437 517

 

 

 

CONSOLIDATED INCOME STATEMENT FOR THE 12 MONTHS ENDED 30 APRIL 2019, THE AGGREGATED PERIOD ENDED 30 APRIL 2020 AND THE FINANCIAL YEAR ENDED 30 APRIL 2021

 

	Predecessor (BCG Group) Twelve months ended 30 April 2019		Memorandum Aggregated (UNAUDITED)		Successor (ANTLER MidCo) Year ended 30 April 2021
In EUR thousand unless stated otherwise			Twelve months ended 30 April 2020
Revenue	29 098		34 326		42 268
Other income	10		787		7
Expenses	(10 607)		(27 875)		(26 518)
Operating profit	18 501		7 238		15 757
Finance income	23		7		2
Finance expenses	(3 568)		(9 740)		(13 935)
Net finance costs	(3 545)		(9 733)		(13 933)
Profit / (loss) before tax	14 956		(2 495)		1 824
Income tax expense	(2 220)		(3 363)		(1 870)
Profit/(loss) for the period	12 736		(5 858)		(46)
Other comprehensive income/(loss)	-		-		-
Total comprehensive income/(loss) for the year	12 736		(5 858)		(46)
Attributable to:
Owners of predecessor/successor	12 736		(5 858)		(46)

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS DATA FOR THE 16-MONTHS ENDED 30 APRIL 2019, THE AGGREGATED PERIOD ENDED 30 APRIL 2020 AND THE FINANCIAL YEAR ENDED 30 APRIL 2021

 

	Predecessor (BCG Group) Period from 1 January 2018 to 30 April 2019		Memorandum Aggregated (UNAUDITED) Twelve months ended 30 April 2020		Successor (ANTLER MidCo) Year ended 30 April 2021
In EUR thousand unless stated otherwise
Cash flows from operating activities
Profit (loss) for the period	17 110		(5 858)		(46)
Adjustments for:
Depreciation and amortization	3 690		11 739		16 966
Bad debts write-off	2		(73)		23
(Profit)/ Loss property, plant and equipment disposals	-		293		20
Taxation	2 856		3 362		1 870
Net finance costs	3 701		9 757		13 935
Other non-cash items	666		14		-
Working capital adjustments:
Decrease / (Increase)  in inventories	-		100		-
Decrease / (Increase)  in trade and other  receivables	(9 057)		37		(395)
Decrease / (Increase)  in prepayments	12		(34)		160
Decrease / (Increase)  in trade and other payables	(1 509)		585		253
Decrease / (Increase)  in contract liabilities	363		174		387
Cash generated from operating activities	17 834		20 096		33 173
Corporate income tax paid	(2 060)		(3 257)		(3 420)
Interest and commitment fees paid	(464)		(557)		(12 950)
Net cash inflow from operating activities	15 310		16 282		16 803
Cash flows from investing activities
Acquisition of intangible assets and property, plant and equipment	(450)		(691)		(78)
Proceeds from sale of intangible assets and property, plant and equipment	247		53		75
Acquisition of subsidiaries, net of cash acquired	-		(387 480)		(25 000)
Interest and dividends received	26		-		-
Other investments and dividends received	-		-		(11)
Net cash used in investing activities	(177)		(388 118)		(25 014)
Cash flows from financing activities
Proceeds from issuance of share capital	-		207 026		70
Proceeds from loans and borrowings	-		197 348		15 000
Repayment of loans and borrowings	(9 143)		(13 282)		(10 000)
Payment of lease liabilities	(296)		(274)		(339)
Dividends paid	(5 267)		-		-
Net cash generated from (used in) financing activities	(14 706)		390 818		4 731
Net increase in cash and cash equivalents	427		18 982		(3 480)
Cash and cash equivalents at the previous period	1 150		1 577		20 559
Cash and cash equivalents at the current period	1 577		20 559		17 079

 

Board of Directors

 

It is expected that the following individuals would be the directors of the board of BCG at Admission:

 

 

Name	Position
Trevor Mather	Chair
Justinas Šimkus	CEO
Lina Mačienė	CFO
Simonas Orkinas	COO
Ed Williams	Senior Independent Non-Executive Director
Tom Hall	Non-Executive Director
Kristel Volver	Independent Non-Executive Director

 

 

A brief description of the Directors' business experience and principal business activities outside the Group is set out below:

 

Trevor Mather-Chair

Trevor joined the Group in 2021 as Chair. He was Chief Executive of Auto Trader, which was floated on the London Stock Exchange in March 2015, from June 2013 until February 2020. Previously, Trevor was President and CEO of ThoughtWorks, a global IT and software consulting company. Trevor joined ThoughtWorks in 2001, to kick-start the United Kingdom branch of the company and then took responsibility for all international operations before becoming CEO in 2007. Before his time at ThoughtWorks, Trevor spent almost ten years at Andersen Consulting (now Accenture). Trevor holds an M.Eng. in Aeronautics and Astronautics from Southampton University.

Justinas Šimkus-CEO

Justinas joined the Group in 2005 as CEO of Diginet LTU. Justinas holds a BSc of Management and Business administration from Vilnius University and an MSc of International Business from Vilnius University.

Lina Mačienė-CFO

Lina joined the Group in 2017 as CFO. She previously worked at PwC in its audit and assurance services department from 2010 until 2017. Lina holds a BSc in Economics from Kaunas University of Technology and an MSc of Management and Business Administration from ISM University of Management and Economics.

Simonas Orkinas-COO

Simonas joined the Group in 2007 as Skelbiu.lt Portal Manager, in 2009 was appointed COO of the Group and was appointed CEO of Diginet LTU in August 2019. Simonas holds a BSc in Business Management from Vilnius University.

Ed Williams-Senior Independent Non-Executive Director

Ed joined the Group in 2021 as the senior independent Non-Executive Director. He was appointed chairman of Auto Trader prior to its flotation on the London Stock Exchange in March 2015. He served as an independent director of idealista, the privately owned Spanish property portal from 2015 to 2020. Ed was founding chief executive of Rightmove, serving in that capacity from 2000 until his retirement from the business in 2013. Rightmove was floated on the London Stock Exchange in 2006.

Tom Hall-Non-Executive Director

Tom joined the Group in July 2019 and is a Non-Executive Director. He leads the Internet / Consumer team in Europe for Apax, where he has worked for over 20 years. He has led many of Apax's marketplace investments, including Auto Trader, idealista and SouFun. He also serves on the Boards of idealista, MatchesFashion, NEXT and Wehkamp.

Kristel Volver-Independent Non-Executive Director

Kristel joined the Group in 2021 as an independent Non-Executive Director and was previously CFO and a supervisory board member for Kinnisvaraportaal, City 24, AllePal and Diginet LTU. Since 2019, she has been a board member of MM Grupp and is currently a member of the supervisory boards of Postimees Grupp, Magnum, Apollo Group, iDeal Group, 15min, AS Kroonpress and TVNET Latvia. She worked in the audit department at KPMG from August 2012 until December 2015, was deputy head of Group Finance Estonia for Nordea from December 2015 until March 2017 and Group CFO for Eesti Meedia (Postimees Grupp). She holds a BSc and MSc in Finance from the University of Tartu and has been a certified auditor since 2016.

 

 

IMPORTANT LEGAL INFORMATION

 

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Merrill Lynch International solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. This announcement does not constitute or form part of any offer to sell or issue, or any invitation or solicitation of an offer to buy, Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States, Australia, Canada or Japan. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Shares may not be offered or sold in the United States, except to qualified institutional buyers ("QIBs") as defined in, and in reliance on, Rule 144A under the US Securities Act ("Rule 144A") or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of securities in the United States.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018; and (C) persons to whom it may otherwise lawfully be communicated (all such persons being "relevant persons").

In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors").

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's or the Group's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Merrill Lynch International, BNP PARIBAS, the Company or any member of the Group, or any of such person's affiliates or their respective directors, officers, employees, agents or advisers expressly disclaim any obligation or undertaking to update, review or revise any such forward-looking statement or any other information contained in this announcement, whether as a result of new information, future developments or otherwise, except to the extent required by applicable law.

Any subscription or purchase of Shares in the possible IPO should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the IPO. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus, if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document, shall constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

The Group may decide not to go ahead with the possible IPO and there is therefore no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment, tax, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

None of the Banks or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Group or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

Merrill Lynch International of 2 King Edward Street, London EC1A 1HQ is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom. BNP PARIBAS of 16, boulevard des Italiens, 75009 Paris, France is (i) authorised and regulated by the European Central Bank and the AUTORITÉ DE CONTRÔLE PRUDENTIEL ET DE RESOLUTION, (ii) deemed authorised by the Prudential Regulation Authority and with deemed variation of permission, and (iii) subject to regulation by the FCA and limited regulation by the PRA (details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website). Each of Merrill Lynch International and BNP PARIBAS (together the "Banks") will be acting exclusively for the Company with Merrill Lynch International acting exclusively as Global Co-ordinator, Joint Bookrunner and Sponsor to the Company and BNP PARIBAS as Joint Bookrunner to the Company and no one else in connection with the possible IPO. The Banks will not regard any other person as their client in relation to the possible IPO and will not be responsible to anyone other than Company for providing the protections afforded to their respective clients nor for giving advice in relation to the possible IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.In connection with the withdrawal of the UK from the European Union, the Banks may, at their discretion, undertake their obligations in connection with the possible offer of Shares by any of their affiliates based in the EEA.

Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.

For the avoidance of doubt, the contents of the Group's website or any website directly or indirectly linked to the Group's website, are not incorporated by reference into, and do not form part of, this announcement.