home24 SE / Key word(s): IPO
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTIONS IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE DISCLAIMER AT THE END OF THIS RELEASE.
A total of 6,521,740 newly issued bearer shares with no par value (Stückaktien) will be allocated as part of the Offering to reach the target gross proceeds of approximately EUR 150.0 million. Assuming full exercise of the primary greenshoe option, granted by the Company to cover over-allotments, the Company would receive additional gross proceeds of approximately EUR 22.5 million and issue in total 7,500,001 newly issued bearer shares with no par value (Stückaktien). Therefore, all net proceeds from the Offering will be attributable to home24.
Assuming full exercise of the greenshoe option, the Company's total market capitalization would amount to approximately EUR 600 million based on the offer price. 28.9% of home24's share capital (post-IPO and assuming full exercise of the greenshoe option) will be placed in connection with the Offering.
This release is not a prospectus for the purposes of Directive 2003/71/EC, as amended (the "Prospectus Directive"), and as such does not constitute an offer to sell, or the solicitation of an offer to purchase, shares of the Company. The offer period for the shares has already ended. Investors can obtain a copy of the prospectus relating to the Company's shares from home24 SE, Greifswalder Straße 212 - 213, 10405 Berlin, Germany, or from the Company's website.
In any member state of the European Economic Area other than Germany and Luxembourg, this release is only addressed to, and is only directed at, "qualified investors" within the meaning of Article 2 para. 1 lit. e) of the Prospectus Directive.
This release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements.
Each of the Company and the joint bookrunners engaged in connection with the Offering (the "Joint Bookrunners") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this release, whether as a result of new information, future developments or otherwise.
The Joint Bookrunners, some of which are authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, the Joint Bookrunners and any of their affiliates, may take up a portion of the shares offered in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus, once published, to the shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their affiliates acting in such capacity. In addition the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of shares of the Company. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Joint Bookrunners or any of their respective 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 release (or whether any information has been omitted from the release) or any other information relating to home24, 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 this release or its contents or otherwise arising in connection therewith.
In connection with the placement of the shares in the Company, Joh. Berenberg, Gossler & Co. KG, acting for the account of the Joint Bookrunners, will act as stabilization manager (the "Stabilization Manager") and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with legal requirements (Article 5 para. 4 and 5 of regulation (EU) No 596/2014 on market abuse, as amended in conjunction with Articles 5 through 8 of the Commission Delegated Regulation (EU) 2016/1052).
Stabilization measures aim at supporting the market price of the Company's shares during the stabilization period, such period starting on the date the Company's shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be June 15, 2018, and ending no later than 30 calendar days thereafter (the "Stabilization Period"). However, the Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization measures may not necessarily occur and may cease at any time. These measures may result in the market price of the Company's shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.
In connection with such stabilization measures, investors will be, in addition to the New Shares, allocated 978,261 over-allotment shares (the "Over-Allotment Shares"). In addition, the Company has granted the Joint Bookrunners an option to acquire a number of shares in the Company equal to the number of Over-Allotment Shares at the Offer Price, less agreed commissions (so-called greenshoe option). The Stabilization Manager, acting for the account of the Joint Bookrunners, is entitled to exercise this greenshoe option if such exercise follows a sale of shares by the Stabilization Manager which the Stabilization Manager had previously acquired as part of stabilization measures (so-called refreshing the shoe).