On November 17, 2021, Pracuj.pl group, a leader in the digital recruitment market, operating in Poland, offering services to support the recruitment, retention and development of employees has published a prospectus with a view to conducting an initial public offering of the Company’s shares and their admission to trading on the main market of the Warsaw Stock Exchange. The offer covered up to 22,380,626 existing shares with each share having a nominal value of PLN 5 – representing 32.86% of the share capital. The maximum price has been set at PLN 82 per share.

Book building

Before the sale of shares takes place, the company conducts book-building, which is a key process in determining the share issue price. The book of demand thus involves the collection of non-binding information from potential institutional investors on their interest in acquiring the securities in question. The key stage affecting book building is the acceptance of subscriptions from potential investors, and on the basis of the interest in the offer the company determines the issue price and the final number of shares.

Subscription for shares

The method of subscribing to a share experiences differences depending on the category of investor – individual or institutional. In the case of an individual investor, the first requirement is to have a securities account open with the investment firm with which he intends to place such a subscription. Subsequently, subscriptions for shares must be made on subscription forms available at customer service points of investment firms, by fax, by telephone or by other electronic means. Retail Investors will place subscriptions at the maximum price, indicating the number of offered shares they intend to purchase.

As far as institutional investors are concerned, the entire subscription process starts once the book-building is completed. Then, after a discretionary selection by the responsible entities, invitations to subscribe are sent to investors, which entitle them to subscribe for a specific number of shares at a specific price. They are made in writing, on a special form made available by the relevant brokerage house.

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However, the shareholder of the share thus acquired will not be the literal owner of the share, as this right accrues to the majority shareholder of the company upon completion of the offer, as this is a public offer of existing shares to which current shareholders are entitled. Nevertheless, shareholders have rights attached to their shares under the Companies Act and other laws. This matter may also be regulated by a special agreement entered into by the shareholders.

Role of the prospectus

The prospectus is, in a sense, an offer made to potential investors, by outlining the financial benefits of the investment, is intended to encourage new shareholders to put their capital into the company. Taking Pracuj Group’s prospectus as an example, it presents the amounts of dividends paid in the past and the current dividend policy, which indicates that at least 50% of net profit will be distributed to shareholders. Moreover, a large part of the prospectus is devoted to the company’s financial results, its development plans and usually optimistic financial forecasts, which are supposed to convince as many investors as possible, that this is a profitable venture.

KIELTYKA GLADKOWSKI KG LEGAL advises on current basis individual and corporate investors at all stages of investment process in Poland, with a particular emphasis on cross border shareholding structures.

Bibliography:

1. https://grupapracuj.pl/oferta-publiczna ,

2. Prospekt Grupa Pracuj S.A., online: https://grupapracuj.pl/wp-content/uploads/2021/11/Prospekt-spolki-Grupa-Pracuj-SA.pdf .

Artykuł <strong>Foreign individual investors in the prospectus of shares of the e-commerce industry – principles of investing in securities in Poland</strong> pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

The participants – foreign and polish lawyers, representative of the Polish Paten Office, mediators and many, many others – had a chance to listen to two parts of the lecture dedicated to mediation and arbitration. During the first one Mr. Ignacio de Castro (the World Intellectual Property Organisation) presented various aspects of applying for mediation/arbitration in WIPO Arbitration and Mediation Center  (for more information please visit http://www.wipo.int ) – i .e. its requirements, advantages and disadvantages, costs and forms. What is more, issued related to mediation, arbitration and court litigation have been compared. The practical way to solve the dispute through a mediation or arbitration has been shown.  The second part has been dedicated to matters connected with intellectual property law and it has been held by dr Marcin Balicki (Allerhand Institute) and Att. Dorota Rzążewska (JWP Patent Agents, Poland). The whole concept of a mediator profession has been presented and the main question asked during the speeches was – do we really need mediations ? Many examples of cases conducted by the speakers in their daily activity have been discussed, especially the length and costs of those processes. They showed, that ADR is profitable indeed, because of the time, costs, effectiveness, objectivity of the mediator/arbitrator and (in case of arbitration) the possibility to execute the judgement internationally. What was also interesting, some issues considering internet domains and its protection have been discussed.

 It has been a great pleasure to meet above mentioned experts and take part in workshops. We are looking forward to participate in the next symposium.

Artykuł Polish Patent Office Symposium – workshops related to dispute resolutions concerning intellectual property through a mediation and arbitration pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

Ron Marchant, Ray Wheatley, prof. Tadeusz Uhl and Dave Perry

After the coffee break, the first panel was held, with the theme of presenting the perspective of universities: “From start to scale up. Universities perspective.” Participants of the panel were: Dave Perry from The University of Texas at Austin, Professor Tadeusz Uhl from AGH University of Science and Technology and Ray Wheatley from MS CLP, United States.
Speakers noticed that it is often the case that during the so-called “elevator pitch” young entrepreneurs speak for half an hour and there are no specifics about it. After these 30 minutes, you still don’t know what they want to sell. Prof. Uhl, on the other hand, said that everything looks nice outside, but if it “gets inside”, there is nothing there. They emphasized that good business presentation is the basis and that start-ups need customers. Then they reported that only 30% of start-ups survived the first five years. An important message concerning the financing of start-ups is that too much money is just as bad as a lack of money.
They also pointed out that start-ups had to take milestones and that flexibility was important, and that we could not impose our thinking on them. It is also worth investing in a patent portfolio prepared with Polish lawyer or patent attorney.
At the end of the panel, the listeners asked questions. The issue of lack of knowledge about intellectual property was discussed, which is connected with the fact that we pay attention to marketing in the company, forgetting about intellectual property at the same time.

Artykuł Polish Patent Office Symposium – “From start to scale up. Universities perspective.” pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

Anna Azari and Alicja Adamczak

The symposium was opened with a welcome speech by Dr. Alicja Adamczak, President of the Patent Office, Polish lawyer and patent attorney. Next speaker was Dr Francis Gurry, Director General of World Inellectual Property Organization, who unfortunately could not attend the symposium in person. In this connection, a video was played, on which Dr. Francis Gurry spoke about start-ups and the importance of intellectual property, which was a good introduction to the symposium.

 One of the speakers was the Israeli Ambassador of the State of Israel, Anna Azari, who presented Israel’s innovation policy. It is worth emphasising that almost every innovation in Israel starts in the army. In her speech she spoke about a cyber-security project, one of the aims of which was to find and catch paedophiles.
Sławomir Tokarski, Director of Innovation and Advanced Manufacturing European Comission, also made his speech, saying that companies do not use intellectual property because they do not see the potential. He also stressed the importance of an agreement between patent holders, the advertising industry and the financial sector. In addition, he noted that patents make it easier for small businesses to enter the market.

Sławomir Tokarski and Alicja Adamczak

Then Bente Waldstrom from the European Union Intellectual Property Office took place on the pulpit, whose message concerning the approach to start-ups is contained in the question: Have we walked a mile in their shoes? In addition, she presented a SME panel which they created to help small and medium-sized enterprises, including of course start-ups.
At the end of this part of the symposium, UPRP President Alicja Adamczak presented statistics on intellectual property rights: 60 million exclusive rights in use including 35 million patents and 20 million trademarks. She noted that the highest number of applications came from China and that Poland is at the top of the list of countries in terms of daily applications with 65 applications per day.

Artykuł Polish Patent Office Symposium – Keynote speeches pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

The subject of the workshops was identical with topic, so it was about cooperation between corporations. The participants were mainly entrepreneurs, people working in Treasury companies, start-up and other participants.

Workshop were divided into two parts. The first part was run by Mrs. Beata from PWC. The participants were divided into four groups. Two groups took on the role of corporations, and two took the role of start-ups. The group’s task was to mention the most common stereotypes of the other side: start-ups listed stereotypes about corporations, and corporations talked about stereotypes about start-ups.

The most popular stereotypes mentioned by participants are:

Then, Mrs. Beata told the participants about cooperation between start-ups with corporations. She highlighted the important aspect of dialogue between the parties and sin cerity in building cooperation. In addition, she stressed that start-ups often have to, before they go to corporations asking for cooperation, “do their homework.” This means that they must have prepared their expectations, requirements, and also have a preliminary idea about their cooperation with the corporation.

The second part of the workshop was conducted by Mrs. Monika from Creators Ideation Lab. The lecturer focused on her presentation on the characteristics of Israel – because she works and lives there – as a country that is the one of the world leader in terms of innovation. In her presentation, she emphasized that Israel is an innovative country, especially in three areas: militaria, health care, agriculture. Her thesis was motivated by presenting figures, which was e.g.: % of GDP transferred to the development of private enterprises. By the end of her speech, the lecturer drew attention to the upbringing of Israeli citizens who, from an early age, were taught to take risks and not to be discouraged by failures.

During the workshop participants were free to express themselves and conducting interesting discussions were held between them and between them and the leaders.

Artykuł KG Legal participated in the workshop on “Corporations and start-ups – how to cooperate?” during the Polish Patent Office’s Symposium pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

Download Symposium Programme 2016

Start-ups are becoming the most frequently chosen form of business and Cracow is becoming the hub of innovations, therefore the subject and the main goal of the Symposium was to show how the start-ups operate and to indicate possible ways of funding start-ups. The important thing in this type of business is legal protection and commercialisation of intellectual property. In Poland the Academic Incubators of Entrepreneurship (Akademickie Inkubatory Przedsiębiorczości) are the examples of the activity of the universities in the creation of innovative thinking.

During the symposium the experts from Israel, Germany and Switzerland discussed the operation of start-ups in their countries. One of the speakers was Jean-Pierre Vuilleumier who is the Managing Director of Swiss Startup Invest and the Managing Partner of Swiss Startup Factory which are non-governmental organisations and he introduced the participants with the method of the operation of start-ups in Switzerland. Another speech that riveted our attention was given by Monika Rozalska who is the Managing Director of CREATORS which is a design studio in Tel Aviv. It was interesting in so much Israel has nowadays become a hub of innovation with a considerable state aid provided to start-ups, which is a very effective incentive for entrepreneurs.

Poland is a land of opportunity in IT sector. There are a lot of companies in the sector of new technologies and a lot of investment opportunities. We just have to follow Israel and Switzerland examples to improve operation of start-ups and fundraising. Kg Legal as a law firm specialising in cross border sectors of new technologies, including IT and ICT, acquired new contacts and learned about new opportunities for its Clients in respect of providing foreign investors and seed capital for Polish startups.

The information was prepared by Kamil Trzaskoś of KG Legal Polish Law Firm. KG Legal provides specialised legal assistance to IT, Life Science as well as investment processes in Poland and organises networking between Polish and international companies and research centres.
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Artykuł Polish Start-ups in the world of innovation pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.