SPRINGER NATURE AG & CO. KGAA EQS-Adhoc: Springer Nature AG & Co. KGaA: Final offer price for Springer Nature shares set at €22.50 per share

Transparency directive : regulatory news

01/10/2024 15:48

EQS-Ad-hoc: Springer Nature AG & Co. KGaA / Key word(s): IPO
Springer Nature AG & Co. KGaA: Final offer price for Springer Nature shares set at €22.50 per share

01-Oct-2024 / 15:48 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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PUBLICATION OF INSIDE INFORMATION BY WAY OF AD HOC DISCLOSURE PURSUANT TO ARTICLE 17 OF THE REGULATION (EU) NO 596/2014

NOT FOR DISTRIBUTION OR ANNOUNCEMENT, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR ANNOUNCEMENT WOULD BE UNLAWFUL.

Final offer price for Springer Nature shares set at €22.50 per share

Berlin, 01 October 2024

Today, the final offer price for the shares of Springer Nature AG & Co. KGaA (“Springer Nature”) was set in the upper half of the price range at €22.50 per share which corresponds to a market capitalisation for Springer Nature of around €4.5 billion.

In total, 26,650,795 shares are being placed with investors, thereof 8,888,889 new shares (the “New Shares”), 14,285,716 existing shares from the holdings of funds advised by BC Partners (“BC Partners”) and 3,476,190 additional existing shares are being placed from the holdings of BC Partners in connection with over-allotments. Springer Nature will receive gross proceeds of €200 million from the sale of the New Shares. The total offer size is expected to amount to around €600 million (assuming full exercise of the greenshoe option).

Following the completion of the offering (assuming full exercise of the greenshoe option), the free float is expected to be around 13.4%. The two existing shareholders, entities controlled by the Holtzbrinck Publishing Group and BC Partners, will hold around 50.6% and around 36.0%, respectively.

The shares of Springer Nature are expected to commence trading on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) under the ticker symbol SPG on 4 October 2024. The settlement and closing of the offering are planned for 7 October 2024.

Disclaimer

This publication constitutes neither an offer to sell nor a solicitation to buy securities of Springer Nature AG & Co. KGaA (the “Company”).
This announcement may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The information in this announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares in the Company in any jurisdiction. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). There will be no public offering of the Securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions. There will be no public offer of the securities in Australia, Canada, South Africa or Japan.
In member states of the European Economic Area (other than Germany), this announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation.
In the United Kingdom, this document is only being distributed to and is only directed at persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This announcement may contain forward looking statements. These forward looking statements can be identified by the use of forward looking terminology, including the terms "plans," "targets," "aims," "continues," "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Each of the Company, the Banks and their respective Representatives 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.

End of Inside Information

01-Oct-2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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Language:	English
Company:	Springer Nature AG & Co. KGaA
	Heidelberger Platz 3
	14197 Berlin
	Germany
Phone:	+49 (0)30 - 82787 - 0
E-mail:	ir@springernature.com
Internet:	www.springernature.com
ISIN:	DE000SPG1003
WKN:	SPG100
Listed:	Regulated Market in Frankfurt (Prime Standard)
EQS News ID:	1999787

IPO geplant / intended to be listed;


End of Announcement	EQS News Service

1999787 01-Oct-2024 CET/CEST

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SPRINGER NATURE AG & CO. KGAA EQS-Adhoc: Springer Nature AG & Co. KGaA: Final offer price for Springer Nature shares set at €22.50 per share

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