DGAP-News: Willis Lux Holdings 2 S.a.r.l. / Key word(s): Miscellaneous Willis Lux Holdings 2 S.a.r.l.: 12 million Share Sale in Scout 24 AG 14.04.2016 / 15:20 The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Willis Lux Holdings 2 S.à r.l., Deutsche Telekom AG and German BMEP Ord GmbH & Co. KG complete placement of 12 million shares in Scout24 AG 14. April 2016. Further to the announcement by Hellman & Friedman LLC and The Blackstone Group L.P. on 13 April 2016, Willis Lux Holdings 2 S.à r.l., Luxembourg, the holding company ultimately owned by funds advised by affiliates of Hellman & Friedman LLC and The Blackstone Group L.P., together with Deutsche Telekom AG, advised by Deutsche Telekom Capital Partners Management GmbH, and German BMEP Ord GmbH & Co. KG, have placed 12 million shares in Scout24 AG ("Scout24") (the "Placed Shares"), representing approximately 11.2% of the total number of shares of Scout24, in an accelerated book-building process at a price of EUR 30.00 per Placed Share (the "Sale"). Settlement of the Sale is expected to occur on 18 April 2016. Willis Lux Holdings 2 S.à r.l. will receive gross proceeds of about EUR 280 million from the Sale, Deutsche Telekom AG will receive gross proceeds of about EUR 79 million and BMEP Ord GmbH & Co. KG will receive gross proceeds of about EUR 2 million. The Sale will increase the free float and contribute to increased liquidity in the Scout24 shares. Following the Sale, Willis Lux Holdings 2 S.à r.l. will continue to hold approximately 43 million shares, representing approximately 39.9% of the total number of shares of Scout24 and Deutsche Telekom AG will continue to hold approximately 12 million shares, representing approximately 10.9% of the total number of shares. Accordingly, Willis Lux Holdings 2 S.à r.l. remains Scout24's largest shareholder. Willis Lux Holdings 2 S.à r.l. and Deutsche Telekom AG will continue to have representatives on the Supervisory Board of Scout24 and actively contribute to shaping Scout24's long-term strategy. Credit Suisse Securities (Europe) Limited and Goldman Sachs International acted as Joint Global Coordinators and Joint Bookrunners and Barclays Bank PLC, Jefferies International Limited and Morgan Stanley & Co. International plc acted as Joint Bookrunners. Each of Willis Lux Holdings 2 S.à r.l., Deutsche Telekom AG and German BMEP Ord GmbH & Co. KG has agreed to a 90-day lock-up in respect of its remaining shareholding in Scout24 (subject to customary exceptions). About Scout24 Scout24 operates leading digital classifieds platforms in Germany and other selected European countries. The main operations under the umbrella brand Scout24 are the digital marketplaces ImmobilienScout24 and AutoScout24. ImmobilienScout24 is the leading digital real estate classifieds platform in Germany, based on consumer traffic and time spent as well as customer numbers and listings. AutoScout24 is a leading automotive digital classifieds platform in Europe, in terms of unique monthly visitors and listings. Scout24's digital marketplaces are empowering people to realize their property and car-owning dreams simply, efficiently and stress-free. Further information is available at www.scout24.com. About Hellman & Friedman Hellman & Friedman is a leading private equity investment firm with offices in San Francisco, New York, and London. Since its founding in 1984, Hellman & Friedman has raised over $35 billion of committed capital. The firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including software, internet & media, financial services, business & information services, healthcare, energy & industrials and retail & consumer. For more information on Hellman & Friedman, please visit www.hf.com. About Blackstone Blackstone is one of the world's leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies in which we invest, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our asset management businesses, with over $330 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone. About Deutsche Telekom Deutsche Telekom is one of the world's leading integrated telecommunications companies with more than 156 million mobile customers, 29 million fixed-network lines and around 18 million broadband lines (as of December 31, 2015). The Group provides fixed-network/broadband, mobile communications, Internet and Internet-based TV products and services for consumers, and ICT solutions for business customers and corporate customers. Deutsche Telekom is present in more than 50 countries and has around 225,200 employees worldwide. The Group generated revenues of 69.2 billion euros in the 2015 financial year - around 64 percent of it outside Germany. Deutsche Telekom Capital Partners (DTCP) is Deutsche Telekom's investment management group. With more than $2 billion under management or advisory, and a portfolio of over 70 companies, DTCP provides early- and late-stage venture capital, private equity, and strategic advisory services to the technology, media and telecommunication sectors. Disclaimer This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Germany, Canada, Australia, Japan, or any other jurisdiction. The securities have already been sold. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The shares of Scout24 referred to in this announcement may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The shares of Scout24 have not been, and will not be, registered under the Securities Act and there will no public offering of the shares of Scout24, or any other securities, in the United States. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. In member states of the European Economic Area (EEA) which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. The Joint Bookrunners are acting exclusively for Willis Lux Holdings 2 S.à r.l., Deutsche Telekom AG and German BMEP Ord GmbH & Co. KG and no-one else. They will not regard any other person as their respective clients and will not be responsible to anyone other than Willis Lux Holdings 2 S.à r.l., Deutsche Telekom AG and German BMEP Ord GmbH & Co. KG for providing the protections afforded to their respective clients, nor will they be responsible for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein. Credit Suisse Securities (Europe) Limited is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Goldman Sachs International is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Barclays Bank PLC is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Jefferies International Limited is authorized and regulated in the United Kingdom by the Financial Conduct Authority. Morgan Stanley & Co. International plc is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. The Joint Bookrunners and any of their respective affiliates acting as an investor for its own account may participate in the placing on a proprietary basis and in that capacity may retain, purchase or sell for their own account such securities referred to herein. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. 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 obligation to do so. Forward-looking statements and projections Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that Hellman & Friedman, or persons acting on its behalf, may issue. --------------------------------------------------------------------------- 14.04.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Willis Lux Holdings 2 S.a.r.l. Rue Guillaume Kroll 5 1882 Luxembourg Grand Duchy of Luxembourg ISIN: DE000A12DM80 End of News DGAP News Service --------------------------------------------------------------------------- 454451 14.04.2016