13.06.2018
home24 SE DE000A14KEB5
DGAP-News: home24 sets final offer price at EUR 23.00 per share
DGAP-News: home24 SE / Key word(s): IPO
home24 sets final offer price at EUR 23.00 per share
13.06.2018 / 16:46
The issuer is solely responsible for the content of this announcement.
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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 final offer price at EUR 23.00 per share
* First day of trading on the Frankfurt Stock Exchange expected on 15 June
2018
* Assuming full exercise of the primary greenshoe option, market
capitalization would amount to approximately EUR 600 million
* 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
* 6,521,740 new shares to be placed to reach target gross proceeds of
approximately EUR 150.0 million; in addition, 978,261 over-allotment
shares will be allocated
Berlin, 13 June 2018 - home24 SE (the "Company" and, together with its
consolidated subsidiaries, "home24") has set the final offer price for its
initial public offering (the "Offering") at EUR 23.00 per share, which is at
the upper end of the price range of EUR 19.50 to EUR 24.50 per share.
Trading in the Company's shares on the regulated market (Prime Standard) of
the Frankfurt Stock Exchange is expected to commence on 15 June 2018 under
the ticker symbol H24 and the ISIN DE000A14KEB5.
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.
As part of the Offering, Rocket Internet SE has placed an order and the
Company is considering to allocate up to EUR 22 million to Rocket Internet
SE to partly accept such order. This would allow Rocket Internet SE to stay
above the 30%-threshold post-IPO. Any new shares to be allocated to Rocket
Internet SE will be subject to the same lock-up period of 180-days
applicable to its pre-IPO shareholding.
Marc Appelhoff, Co-CEO of home24, said: "The high level of investor interest
in home24 and this Offering has been overwhelming. We are pleased that
Rocket Internet intends to remain a long-term shareholder in home24 and
wants to re-invest in connection with the offering to remain above the
30%-threshold. With our unique business model, we are already well
positioned to offer our customers the best value and an inspiring shopping
experience. We are excited to continue our growth story as a listed company
with the necessary capital to benefit from the large, untapped market
opportunities in the online home & living industry."
Berenberg, Citigroup, and Goldman Sachs International acted 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. 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 (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).
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.
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13.06.2018 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.
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