SMYK Holding S.A. (“the Company” or “SMYK”, and together with its subsidiaries, “the SMYK Group”) today published its prospectus and will launch its first public offering of the Company’s shares on 23 October 2025. The offering will comprise up to 13,636,364 new shares issued by SMYK and up to 18,410,214 existing shares to be sold by AMC V Gandalf S.A., currently the Company’s sole shareholder (the “Offering”). For the purposes of taking subscriptions from retail investors, the maximum price has been set at PLN 13 per share. In line with the indicative timetable, the final price and the final number of shares allocated to each investor category are expected to be determined around 30 October 2025. The first day of trading of SMYK shares on the Warsaw Stock Exchange (WSE) is expected to be around 7 November 2025.
Comment from the CEO
Michał Grom, President of the Management Board of SMYK, said:
“Publishing the prospectus and starting the public offering brings the SMYK Group another step closer to its debut on the Warsaw Stock Exchange. If market conditions are favourable, we aim to join the WSE in November. We look forward to presenting potential investors with our business model, our track record, and our growth plans.
The SMYK Group maintains a leadership position in Poland’s children’s products market, distinguished by a broad omnichannel offer and high customer loyalty. Despite demographic trends, we are recording stable growth in revenue and profitability. One of our responses to these challenges is international expansion. Our proven model from Poland has been successfully implemented in Romania and is being extended to other regional markets. Each new country we enter increases our potential customer base. In August this year, we opened our first own SMYK store in Slovakia, and in 2026 we plan to expand our own network to the Czech Republic and Bulgaria, while continuing to grow in Poland and Romania. Through partner stores we also sell products in 20 other countries. We are continuously developing our assortment to address ever-wider age groups.
In line with our business assumptions, we expect SMYK Group revenue growth in the low-to-mid single-digits in the short term and high single-digits in the medium term. We intend to share the profits we generate with shareholders—Management plans to recommend a dividend starting from the distribution of profit for 2026, payable in 2027. We believe SMYK will be an attractive investment proposition for a broad group of investors.”
Structure and terms of the Offering
- The Offering comprises up to 13,636,364 new shares issued by SMYK and up to 18,410,214 existing shares (together, the “Offer Shares”) to be sold by AMC V Gandalf S.A. (the “Selling Shareholder”), currently the Company’s sole shareholder.
- The Company and the Selling Shareholder intend to set the final number and the final price of the Offer Shares so that gross proceeds to the Company from the new shares amount to approximately PLN 150 million, and the total number of Offer Shares purchased in the Offering represents around 45% of the Company’s share capital after registration of the new shares and the issuance of series E shares under the Company’s incentive program.
- Indirect shareholders of SMYK (through the Selling Shareholder) include the AMC V growth capital fund (investing alongside Accession Capital Partners – ACP), Michał Grom (SMYK’s President & CEO), and other minority investors. Following the Offering, the Selling Shareholder will remain the majority shareholder, and Michał Grom plans to maintain (indirect) control of the Company for the foreseeable future. Under an agreement, Michał Grom will not participate in the distribution of proceeds received by the Selling Shareholder from the sale of Company shares in the Offering or in any future sales of the ordinary shares held by the Selling Shareholder.
- Lock-up: SMYK and the Selling Shareholder will undertake not to offer or sell Company shares for 360 days from the first trading day on the WSE, subject to customary exceptions. In addition, the Selling Shareholder will undertake an additional lock-up on super-voting shares it holds (whose economic benefits contractually accrue to Michał Grom) until the earlier of: (i) the fourth anniversary of first trading on the WSE; or (ii) the sale by the Selling Shareholder of its last non-super-voting shares in the Company.
- Use of proceeds: SMYK expects to raise approximately PLN 150 million gross from the new issue. Proceeds will be used to strengthen the Company’s financial position via partial repayment of bank debt and to finance the Group’s further growth strategy. Management expects that partial debt repayment will reduce the Net debt[1]/Adjusted EBITDA (ex-one-offs)[2] ratio to 1.6x and contribute to lower financing costs for the Group.
- Investor reach: The Offering will be addressed to retail and institutional investors in Poland, to selected international institutional investors outside the United States and Poland in reliance on Regulation S under the U.S. Securities Act, and to persons reasonably believed to be qualified institutional buyers in the U.S. pursuant to Rule 144A under the U.S. Securities Act.
- Retail subscriptions: Retail investors may submit subscriptions from 23 to 29 October 2025 via a broad retail consortium. A list of consortium members’ customer service points accepting subscriptions will be posted on the Company’s website (https://smykgroup.com/oferta-publiczna/).
- Retail price: Retail subscriptions will be taken at the Maximum Price of PLN 13 per share.
- Retail tranche size: It is expected that retail investors will be allocated 10%–15% of the final number of Offer Shares, with the final decision taken by the Company and the Selling Shareholder.
- The final retail and institutional prices and the final numbers of Offer Shares (total and by investor category) will be set after the institutional bookbuilding and are expected to be published around 30 October 2025.
- SMYK intends to apply for admission and introduction to trading of all existing ordinary shares and the new shares on the regulated (main) market of the Warsaw Stock Exchange.
Global Coordinators and Joint Bookrunners: Barclays Bank Ireland PLC, Pekao Investment Banking S.A., and UniCredit Bank GmbH (Milan branch). Joint Bookrunner and retail offering intermediary: Bank Polska Kasa Opieki S.A. – Pekao Brokerage House (together, the “Offering Managers”).
Indicative timetable
- 22 October 2025 – Underwriting Agreement signed; prospectus (including Maximum Price) published
- 23–29 October 2025 – Retail subscription period
- 23–29 October 2025 – Management roadshow and institutional bookbuilding
- ~30 October 2025 – Publication of final prices (retail/institutional) and final numbers of Offer Shares (total and by category) – the Pricing Date
- 30 October – 3 November 2025 – Institutional subscription period
- 4 November 2025 – Allocation Date (share allocation)
- 4 November 2025 – Expected settlement/crediting of Offer Shares to retail investors’ securities accounts
- ~7 November 2025 – Expected first trading day of SMYK shares on the WSE main market
About the SMYK Group
The SMYK Group is the market leader in children’s products in Poland, backed by strong brand recognition and long-standing customer trust. According to a report by OC&C Strategy Consultants, in 2024 the SMYK Group held a 14.3% share in its core target market in Poland, covering children’s apparel, toys & games, and baby equipment & accessories.
Beyond Poland, SMYK is strengthening its position as a leading children’s products retailer in Central and Eastern Europe, growing in Romania and planning further expansion into selected CEE markets.
Poland and Romania, with a combined ~55.7 million inhabitants (Eurostat, end-2023), are the two largest markets in CEE. Both countries enjoy strong GDP and disposable income growth, supporting real consumer spending and creating favourable conditions for SMYK’s continued development. OC&C expects the core target market to grow on average by 3.2% per year in Poland and 5.0% per year in Romania in 2024–2029, despite lower birth rates seen across Europe. OC&C estimates the 2024 value of the core target market at ~PLN 14.7bn in Poland and ~PLN 5.3bn in Romania.
SMYK offers a comprehensive assortment—apparel, footwear, toys, games, school supplies, and children’s accessories—available under one roof as a “one-stop shop.” Customers can choose from carefully curated products across categories, price points, and age groups, including owned brands alongside leading third-party brands. SMYK’s owned brands include COOL CLUB (apparel & footwear), SMIKI (toys & children’s accessories), KAYOKKI (backpacks & school supplies), and—since September 2025—NOWEAR (apparel for older teens and young adults). Complementary ranges include global leaders such as LEGO, Fisher-Price, Hasbro, and Mattel.
As of 30 June 2025, SMYK operated 253 own stores in Poland and 35 in Romania, strategically located in shopping centres and retail parks. The Group also runs a limited operation in Ukraine (12 stores as of June 2025). SMYK integrates offline and online, offering a seamless shopping experience across brick-and-mortar stores, a modern e-commerce platform, and an intuitive mobile app available in Poland and Romania. SMYK products are also available in 20 countries across Europe and Asia through a partner network.
SMYK plans to extend its proven Polish/Romanian model to additional CEE markets. As part of this international expansion, in August 2025 the Group opened its first own store in Slovakia and plans to open own stores in the Czech Republic and Bulgaria in 2026.
SMYK’s omnichannel model and regional expansion are supported by the Group’s modern distribution centre in Łódź, which in 2024 handled 4.5 million B2C online orders while also supplying SMYK’s own stores and all partner stores across 20 countries.
Financial highlights
The Group has delivered stable growth in revenue and profitability in recent years. In 2024, revenue from contracts with customers reached ~PLN 2.25bn (~+6% y/y). Operating profit totalled ~PLN 118.9m (+91% y/y), and Adjusted EBITDA (ex-one-offs) amounted to ~PLN 301.7m (+18% y/y).
In H1 2025, revenue from contracts with customers was ~PLN 985.1m (+0.5% y/y); operating profit reached ~PLN 15.0m (versus a ~PLN 12.3m loss in H1 2024), and Adjusted EBITDA (ex-one-offs) was ~PLN 105.3m (+26.9% y/y).
In Q3 2025, revenue grew at a rate close to mid single-digits year-on-year, driven by sales increases in both brick-and-mortar and online channels, with both core categories—apparel and non-apparel— contributing to growth.
Strategy
The SMYK Group is consistently executing a strategy to become a leading omnichannel children’s products retailer in Central and Eastern Europe and selected other international markets, built on three pillars:
- Like-for-like omnichannel sales growth, by increasing traffic and basket value;
- Network expansion in Poland and Romania;
- Entry into new markets, via SMYK’s own omnichannel operations and partner collaborations.
Across its core markets (Poland and Romania), SMYK sees significant potential for further growth both through initiatives in the existing network and further network expansion. Recent years confirm strong LFL potential, supported by assortment extensions, effective merchandising, and operational efficiency improvements.
In 2025–2026, SMYK plans to open 35+ new stores across Poland, Romania, the Czech Republic, Slovakia, and Bulgaria, strengthening regional presence and building brand equity in new markets.
Short- and medium-term business assumptions
- Store network growth: ~15–20 new stores per year in both the short and medium term;
- Revenue growth: low-to-mid single-digits in the short term; high single-digits in the medium term;
- Profitability: Maintain Adjusted EBITDA margin (ex-one-offs)[3] at levels similar to recent years in both the short and medium term;
- Capex: Continued investment in new stores and maintenance of existing stores at ~PLN 60m per year in the short term and above PLN 60m per year in the medium term.
Dividend intentions
While SMYK does not have a formally adopted dividend policy, Management intends to recommend paying a dividend starting with profit for 2026 (payable in 2027) in the range of 30%–50% of net profit. The recommended payout ratio may be increased in years of exceptionally strong financial performance.
Any dividend recommendation will reflect an assessment of market conditions, the Group’s financial position, and capital needs, subject to limitations in the Group’s financing agreements. Final decisions on dividend payments and amounts will rest with shareholders at the General Meeting.
Notes
[1] Net debt is defined as loans and borrowings plus lease liabilities minus cash and cash equivalents at period end.
[2] Adjusted EBITDA (ex-one-offs) is calculated as profit/(loss) before income tax, finance income/costs, depreciation and amortisation, and impairment of non-current assets, excluding one-off items, i.e., costs related to changes in ownership.
[3] Adjusted EBITDA margin (ex-one-offs) (%) is Adjusted EBITDA (ex-one-offs) divided by revenue from contracts with customers.
Source: CEO.com.pl – “Grupa SMYK publikuje prospekt i rozpoczyna pierwszą publiczną ofertę akcji.”
