DGAP-Ad-hoc: Springer Nature AG & Co. KGaA / Key word(s): IPO Springer Nature postpones planned initial public offering 08-May-2018 / 17:16 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE. Springer Nature postpones planned initial public offering Berlin, 8 May 2018 Springer Nature AG & Co. KGaA ("Springer Nature") and its shareholders, i.e. entities controlled by Holtzbrinck Publishing Group and funds advised by BC Partners, have jointly decided to postpone the planned initial public offering ("IPO") of Springer Nature due to market conditions. Springer Nature and its shareholders will continue to closely evaluate the market environment in general and opportunities regarding an IPO of Springer Nature in the future. Press contact: Joyce Lorigan, EVP Communications London +44 20 7843 3640 [email protected] Kerstin Mork, Corporate Communications Berlin +49 30 827 87 5110 [email protected] Contact (investors): Thomas Geisselhart, EVP Corporate Finance and Investor Relations Berlin +49 30 827 87 5415 [email protected] About Springer Nature Springer Nature is a leading research, educational and professional publisher, providing quality content to our communities through a range of innovative platforms, products and services. Every day, around the globe, our imprints, books, journals and resources reach millions of people - helping researchers, students, teachers and professionals to discover, learn and achieve more. Through our family of brands, we aim to serve and support the research, education and professional communities by putting them at the heart of all we do, delivering the highest possible standards in content and technology, and helping shape the future of publishing for their benefit and for society overall. Visit: www.springernature.com/group and Follow @SpringerNature. These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"). The shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of the shares in the United States. This communication is only being distributed to and is only directed at (i) persons who are outside the European Economic Area or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This document is not a prospectus for the purposes of Directive 2003/71/EC, as amended by Directive 2010/73/EU, (the "Prospectus Directive") and as such does not constitute an offer to sell or the solicitation of an offer to purchase shares of Springer Nature AG & Co. KGaA (the "Company"). In any EEA Member State other than Germany and Luxembourg that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive. This communication 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 document 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 and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The Joint Bookrunners, some or all of which are authorised 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 planned IPO. They will not regard any other person as their respective clients in relation to the planned IPO 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 planned IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the IPO of the Shares, the Joint Bookrunners and any of their affiliates, may take up a portion of the Shares in the IPO 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 IPO or otherwise. Accordingly, references in the prospectus, 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. 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 announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, 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 announcement or its contents or otherwise arising in connection therewith. MiFID II Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the IPO. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels. --------------------------------------------------------------------------- 08-May-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Springer Nature AG & Co. KGaA Heidelberger Platz 3 14197 Berlin Germany Phone: +49 (0)30 - 82787 - 5415 Fax: +49 (0)30 - 82787 - 5002 E-mail: [email protected] Internet: www.springernature.com ISIN: DE000SPG1003 WKN: SPG100 End of Announcement DGAP News Service --------------------------------------------------------------------------- 683807 08-May-2018 CET/CEST