DGAP-News: home24 SE / Key word(s): IPO home24 sets price range for planned IPO at EUR 19.50 to EUR 24.50 per share 01.06.2018 / 07:45 The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- 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. home24 sets price range for planned IPO at EUR 19.50 to EUR 24.50 per share * The company targets fixed gross proceeds of approximately EUR 150 million plus proceeds from possible over-allotments, primarily to fund continued growth and the roll-out of home24's go-to-market approach to all its geographies * The pure primary offering consists of up to 7,692,307 newly issued shares from a capital increase and possible over-allotments covered by a primary greenshoe option that will not exceed 15% of the new shares actually placed with investors * The free float will amount to up to 32.4% after completion of the offering * The offer period is expected to commence on 4 June 2018 and to end on 13 June 2018; the first day of trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is planned for 15 June 2018 * The offering is subject to approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin) and publication of such prospectus Berlin, 1 June 2018 - home24 SE (the "Company" and, together with its consolidated subsidiaries, "home24") has set the price range for its planned initial public offering (the "Offering") at EUR 19.50 to EUR 24.50 per share. Details of the Offering will be contained in the Company's prospectus for the Offering (the "Prospectus"). Subject to the approval of the Prospectus by the German Federal Financial Supervisory Authority (BaFin) and the publication of such Prospectus, the period during which investors may submit purchase orders is expected to commence on 4 June 2018 and to expire on 13 June 2018. The final price for the Offering (the "Offer Price") will be determined at the end of the bookbuilding process. The Offering is a pure primary offering (i.e., none of the Company's existing shareholders will divest their shares) and consists of initial public offerings in Germany and Luxembourg and private placements in certain jurisdictions outside Germany and Luxembourg. It comprises up to 7,692,307 newly issued bearer shares with no par value (Stückaktien) from a capital increase against cash contributions (the "New Shares"). In addition, up to 1,153,846 existing bearer shares with no par value (Stückaktien) will be made available for possible over-allotments (the "Over-Allotment Shares") through a securities loan covered by a primary greenshoe option that utilizes the Company's authorized capital. The total number of Over-Allotment Shares will not exceed 15% of the number of New Shares actually placed in the Offering. home24 targets fixed gross proceeds from the Offering of approximately EUR 150 million plus proceeds from possible over-allotments. The Company intends to use the net proceeds from the Offering to fund the roll-out of its go-to-market approach to all its current geographies, the continued forward integration of its delivery chain, investments into profitable growth, property, equipment and technology, as well as the repayment of outstanding liabilities. The price range has been set to assure that the Company would still achieve its gross proceeds target if the Offer Price was set at the low end of the price range. If a higher Offer Price is set, the number of New Shares issued by the Company would be reduced accordingly. At the mid-point and high end of the Price Range, the Company would issue 6,818,181 New Shares and 6,122,448 New Shares, respectively. Marc Appelhoff, Co-CEO of home24, said: "We have received positive feedback from investors since announcing that we are pursuing to list home24 on the Frankfurt Stock Exchange. This confirms our belief that floating the business now is the right step. We are already first-order profitable and have shown that we can grow and improve margins simultaneously. We believe that the new capital will allow us to continue on this path and reach group-wide profitability on an adjusted EBITDA basis within the next 18 months." The Company's shares are expected to start trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and, simultaneously, within the sub-segment thereof with additional post-admission obligations (Prime Standard) on 15 June 2018. The Company's existing shareholders have agreed to a customary lock-up period of 180 days and members of the Company's management board to a lock-up period of twelve months following the first day of trading of the Company's shares on the Frankfurt Stock Exchange. The Prospectus will be made available on home24's website ( www.home24.com) following approval of such Prospectus by the German Federal Financial Supervisory Authority (BaFin). Berenberg, Citigroup, and Goldman Sachs International are acting as Joint Global Coordinators and Joint Bookrunners. About home24 home24 is the leading home & living pure-play e-commerce platform in continental Europe and Brazil. With over 100,000 SKUs sourced from over 500 suppliers, home24 offers its customers a unique selection of large and small furniture items, outdoor furniture, mattresses and lighting products. home24 is headquartered in Berlin and has more than 1,000 employees worldwide. The company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil. In Europe, the company delivers its products - regardless of size and weight - free of charge to its customers' homes and also offers free returns. The product offering of home24 comprises numerous brands, including a large number of private labels. Further information can be found on the company's website: www.home24.com Media contacts: Knut Engelmann Email: [email protected] Mobile: +49 174 234 2808 Maximilian Karpf Email: [email protected] Mobile: +44 7970 716953 Investor contact: Philipp Steinhäuser Email: [email protected] Disclaimer This release is 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. It does 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 shares of the Company in the United States. This release 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 of the Company 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 release or any of its contents. 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. Investors should not subscribe for any shares referred to in this release except on the basis of the information contained in a prospectus relating to the shares. Such prospectus is still to be published and following such publication, investors will be able to obtain a copy of it 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 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 planned Offering. They will not regard any other person as their respective clients in relation to the planned 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 planned Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the planned Offering, the Joint Bookrunners and any of their affiliates, may take up a portion of the shares offered in the planned 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 underwriters, 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 the Market Abuse Regulation (EU) No 596/2014 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 may, in addition to the New Shares, be allocated up to 1,153,846 Over-Allotment shares (such number not to exceed 15% of the final number of New Shares placed in the Offering). In addition, Rocket Internet SE has granted the underwriters 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). To the extent Over-Allotment Shares are allocated to investors in the Offering, the Stabilization Manager, acting for the account of the underwriters, 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). 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 Offering. 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. --------------------------------------------------------------------------- 01.06.2018 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. Archive at www.dgap.de --------------------------------------------------------------------------- 691511 01.06.2018