DGAP-News: home24 SE / Key word(s): IPO
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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.
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.