XTB Executes Major Share Sale, Facilitated by White & Case

Deal News | May 22, 2025 | White & Case LLP

XTB Executes Major Share Sale, Facilitated by White & Case

White & Case LLP has served as the exclusive legal counsel for XX ZW Investment Group S.A., a Luxembourg-registered investment entity, in its divestiture of a portion of its shares in XTB S.A. through an accelerated book-building process. The transaction, valued at over PLN 733 million, involved the sale of over 9.4 million shares priced at PLN 78 each, accounting for eight percent of XTB's total share capital. Post-transaction, XX ZW Investment Group maintains its role as a pivotal investor, retaining a 35.78 percent stake in XTB. The share sale targeted qualified investors both in Poland and internationally under Regulation S, and in the United States according to Rule 144A of the US Securities Act. The financial execution was managed by Santander Bank Polska S.A. in conjunction with BANCO SANTANDER S.A. and UBS AG London Branch, acting as Global Coordinators and Joint Bookrunners. The advisory team from White & Case was comprised of legal professionals across multiple locations including Warsaw, London, Brussels, and Luxembourg. XTB, listed on the Warsaw Stock Exchange, is recognized globally as a premier broker in foreign exchange and contract for difference derivatives.

Sectors

  • Legal Services
  • Financial Services
  • Investment Management

Geography

  • Poland – The sale of XTB shares took place in Poland, with XTB being listed on the Warsaw Stock Exchange.
  • Luxembourg – XX ZW Investment Group, the seller, is registered in Luxembourg.
  • United States – The transaction involved offers to qualified institutional buyers under US Securities Act regulations.
  • Global – The transaction was coordinated globally, involving investors outside the US and in various other countries.

Industry

  • Legal Services – White & Case LLP's involvement in advising the sale makes this sector relevant.
  • Financial Services – XTB S.A. is a leading broker in forex and derivatives, while Santander and UBS are global financial institutions.
  • Investment Management – XX ZW Investment Group is managing its stake in XTB through strategic share sales.

Financials

  • PLN 733 million – The transaction value for the sale of over 9.4 million shares in XTB.
  • PLN 78 per share – Price at which each share was sold in the transaction.

Participants

NameRoleTypeDescription
XX ZW Investment Group S.A.VendorCompanyLuxembourg-registered firm selling a portion of its shares in XTB.
XTB S.A.Target CompanyCompanyA leading broker of forex and derivatives, listed on the Warsaw Stock Exchange.
White & Case LLPLegal AdvisorCompanyGlobal law firm advising on the sale of shares.
Santander Bank Polska S.A.Global Coordinator and Joint BookrunnerCompanyInvolved in the transaction as a financial coordinator.
BANCO SANTANDER S.A.Global Coordinator and Joint BookrunnerCompanyAiding in the global coordination of the transaction.
UBS AG London BranchGlobal Coordinator and Joint BookrunnerCompanyAssisted in overseeing and coordinating the sale globally.