DGAP-News: Shop Apotheke Europe N.V. / Key word(s): IPO SHOP APOTHEKE EUROPE sets IPO price at EUR 28.00 per share 11.10.2016 / 22:11 The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. SHOP APOTHEKE EUROPE sets IPO price at EUR 28.00 per share - Gross primary proceeds of c. EUR 100 million - Total placement volume including over-allotment of EUR 115 million - IPO at final offer price several times subscribed - Free-float at c.49% assuming full exercise of the greenshoe option - Trading expected to start on 13 October 2016 in the Prime Standard of the Frankfurt Stock Exchange This press release also serves as the pricing statement pursuant to Section 5:18 paragraph 2 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) relating to the Offering and has been filed with the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) and is available on SHOP APOTHEKE EUROPE's website (http://shop-apotheke- europe.com/en/investorrelations/boersengang/). Venlo/Cologne, 11 October 2016. SHOP APOTHEKE EUROPE N.V. ("SHOP APOTHEKE EUROPE" or the "Company"), one of the leading online pharmacies in Continental Europe, in coordination with Berenberg and Citigroup as joint global coordinators (the "Joint Global Coordinators") of the initial public offering ("IPO" or "Offering"), has set the final offer price for SHOP APOTHEKE EUROPE shares at EUR 28.00 per share. Michael Köhler, CEO of SHOP APOTHEKE EUROPE, said: "We are delighted about the strong demand. The team of SHOP APOTHEKE EUROPE is very excited about taking the next steps in developing the company swiftly, which are unlocked by the capital raise and the IPO. We are personally strongly committed to enhance our leading market position in Continental Europe and aim for creating long-term value for our shareholders, our customers and our employees." A total of 4,107,142 shares were placed with investors in the Offering, thereof 3,571,428 newly issued ordinary bearer shares resulting from a capital increase, corresponding to approximately EUR 100 million gross proceeds for the Company. Further 535,714 ordinary bearer shares were provided from the holdings of the current shareholders to cover over- allotments. At the final offer price the Initial Public Offering of SHOP APOTHEKE EUROPE was several times subscribed. More than 99% of the shares have been placed with institutional investors from Europe and the United States of America and the remainder of the shares has been placed with retail investors. The total placement volume, including over-allotments, amounts to EUR 115 million. Members of the managing board agreed to a 12-month lock-up. Additionally, each of the other existing shareholders with a holding of more than 1% of the share capital prior to the Offering as well as supervisory board members with a shareholding in SHOP APOTHEKE EUROPE prior to the Offering agreed to a 6-month lock-up. As a result of the IPO and the related capital increase, the total share capital of SHOP APOTHEKE EUROPE amounts to EUR 181,398 represented by 9,069,878 shares. The free float will amount to c.43% of the shares without exercise of the greenshoe option and to c.49% if the greenshoe option is exercised in full. SHOP APOTHEKE EUROPE shares are expected to start trading on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) under the ticker symbol "SAE", the ISIN NL0012044747 and the German securities identification number (WKN) A2AR94 on 13 October 2016. Berenberg and Citigroup act as Joint Global Coordinators, and, together with Commerzbank as Joint Bookrunners in connection with the IPO. Lilja & Co. serves as independent advisor to the management and the owners of SHOP APOTHEKE EUROPE. Parklane Capital acted as Financial Advisor to the shareholders of SHOP APOTHEKE APOTHEKE. About SHOP APOTHEKE EUROPE SHOP APOTHEKE EUROPE is one of Continental Europe's leading online pharmacies with a portfolio that focuses on OTC medication and pharmacy- related BPC products. The Company operates online pharmacies in Germany, Austria, France, Belgium, Italy, Spain and the Netherlands. In Germany, TÜV-certified shop-apotheke.com is the market leader in terms of traffic, delivering a broad range of approximately 100,000 original products to about 1.5 million active customers quickly and at a good price. In addition, SHOP APOTHEKE EUROPE provides comprehensive and consistent pharmaceutical services. SHOP APOTHEKE EUROPE generated over EUR 125 million in revenues in the financial year 2015. Headquartered in Venlo (Netherlands), SHOP APOTHEKE EUROPE also has an administration site for its sales and marketing units in Cologne (Germany). MEDIA CONTACTS Trade and public media: Sven Schirmer Mobile: +49 152 28 50 63 61 Email: [email protected] Financial media: Bettina Fries Mobile: +49 172 297 62 43 Email: [email protected] Disclaimer This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to subscribe any securities in any jurisdiction. The offering was made only on the basis of the securities prospectus issued by the Company in connection with the offering. The shares have already been sold. This communication is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan. This communication does not constitute or form part of an offer of securities for sale or solicitation of an offer to purchase securities in the United States, Canada, Australia, Japan or in any other jurisdiction in which such offer may be restricted. The securities referred to in this communication have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except on the basis of an applicable exemption from the registration requirements or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offering of securities in the United States. In the United Kingdom, this communication is directed only at persons who: (i) are qualified investors within the meaning of the Financial Services and Markets Act 2000 (as amended) and any relevant implementing measures and/or (ii) are outside the United Kingdom or (iii) have professional experience in matters relating to investments and fall within the definition of "investment professionals" contained in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or are persons falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or fall within another exemption to the Order (all such persons referred to in (i) to (iii) above together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This communication contains statements related to future business and financial performance and future events or developments involving SHOP APOTHEKE EUROPE that may constitute forward-looking statements. These statements may be identified by words such as "expect", "intend", "look forward to", "believe", "will" or other words of similar meaning. Such statements are based on current expectations and certain assumptions of SHOP APOTHEKE EUROPE's management, of which many are out of our control. These are subjects to a number of risks and uncertainties. Should one or more of this risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of SHOP APOTHEKE EUROPE may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. SHOP APOTHEKE EUROPE does not intend or assume any obligation to update or revise these forward-looking statements in light of developments which differ from those anticipated. --------------------------------------------------------------------------- 11.10.2016 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. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Shop Apotheke Europe N.V. Dirk Hartogweg 14 5928 LV Venlo Netherlands Phone: 0800 - 200 800 300 Fax: 0800 - 90 70 90 20 E-mail: [email protected] Internet: www.shop-apotheke-europe.com ISIN: NL0012044747 WKN: A2AR94 Listed: Regulated Market in Frankfurt (Prime Standard) Notierung vorgesehen / Intended to be listed: Frankfurt, Prime Standard End of News DGAP News Service --------------------------------------------------------------------------- 510893 11.10.2016