Ad-hoc | 1 October 2015 00:04
Scout24 AG / Key word(s): IPO/Capital Increase
01.10.2015 00:04
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
Ad-hoc Announcement
Scout24 Sets IPO Price at EUR 30 per Share
Berlin/Munich, 30 September 2015 - Scout24 AG ("Scout24" or the "Company"),
in cooperation with its current shareholders, has set the final offer price
for Scout24 shares at EUR 30 per share.
A total of 38,640,000 shares were placed in the context of the offering.
Thereof, 7,600,000 shares result from a capital increase, corresponding to
EUR 228 million gross proceeds for Scout24. In addition, a total of
26,000,000 secondary shares (including an upsize of 5,000,000 shares in
order to satisfy strong investor demand) were placed from Asa HoldCo GmbH
("Asa HoldCo", which is ultimately owned by funds advised by affiliates of
Hellman & Friedman LLC and The Blackstone Group L.P.), Deutsche Telekom AG
("DTAG") and other current shareholders. The members of the management and
the supervisory board of Scout24 as well as further invested employees sold
only a minority position of their indirect shareholdings and thus continue
to hold 3.5 % of the company's share capital on a look-through basis upon
completion of the IPO. In addition, to cover an over-allotment of 5,040,000
shares, such shares were provided from the holdings of Asa HoldCo and DTAG
by way of a share loan to the underwriting banks. The underwriters have an
option to buy up to a corresponding number of shares from Asa HoldCo and
DTAG, instead of returning the borrowed shares (greenshoe option).
Following the placement, the shareholder structure is as follows:
Shareho- Without exercise of greenshoe Assuming full exercise of greenshoe
lder option option
Shares in % Shares in %
Asa HoldCo GmbH 52,692,640 49.0 49,164,640 45.7
Deutsche Telekom AG 14,553,544 13.5 13,041,544 12.1
MEP Ord GmbH & Co. KG 5,715,331 5.3 5,715,331 5.3
MEP Pref GmbH & Co. KG 80,919 0.1 80,919 0.1
German BMEP Ord GmbH & Co. KG 657,037 0.6 657,037 0.6
German BMEP Pref GmbH & Co. KG 15,415 0.0 15,415 0.0
Scout Lux Management Equity Co S.à r.l. 285,114 0.3 285,114 0.3
Free float 33,600,000 31.2 38,640,000 35.9
Total 107,600,000 100.0 107,600,000 100.0
The Company, Asa HoldCo, DTAG, the supervisory board members and former
employees of Scout24 have agreed to a lock-up period of six months,
starting on the first day of trading. The management board of Scout24 as
well as further invested employees have agreed to a lock-up period of
twelve months.
The Scout24 shares will be traded on the regulated market (Prime Standard)
of the Frankfurt Stock Exchange under the ticker symbol G24 and the ISIN
DE000A12DM80 from 1 October 2015.
***ENDS***
Press contact
Susanne Christmann
Communications & Network Consulting AG
Tel.: +49 89 599 458 134
Email: scout24@cnc-communications.com
Investor Relations contact
Britta Schmidt
Vice President Investor Relations & Treasury
Tel.: +49 89 44456 3278
Email: ir@scout24.com
Disclaimer:
This document and the information contained herein are for information
purposes only and do not constitute a prospectus or an offer to sell or a
solicitation of an offer to buy any securities in the United States. Any
securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, (the "Securities Act"),
and may not be offered or sold in the United States absent registration or
pursuant to an available exemption from registration under the Securities
Act. Neither Scout24 nor any of its shareholders intends to register any
securities referred to herein in the United States.
Any offer will be made exclusively through and on the basis of a prospectus
that must be published in Germany as supplemented by additional information
related to the offer outside of Germany. No money, securities, or other
consideration is being solicited, and, if sent in response to the
information contained herein, will not be accepted.
This document does not constitute an offer document or an offer of
securities to the public in the U.K. to which section 85 of the Financial
Services and Markets Act 2000 of the U.K. applies and should not be
considered as a recommendation that any person should subscribe for or
purchase any securities as part of the Offer. This document is being
communicated only to (i) persons who are outside the U.K.; (ii) persons who
have professional experience in matters relating to investments falling
within article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) high
net worth companies, unincorporated associations and other bodies who fall
within article 49(2)(a) to (d) of the Order (all such persons 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 document should not be published, reproduced,
distributed or otherwise made available, in whole or in part, to any other
person without the prior consent of the Company.
Cautionary note regarding forward-looking statements:
This press release contains forward-looking statements. These statements
are based on the current views, expectations, assumptions and information
of the management of the Scout24 AG. Forward-looking statements shall not
be construed as a promise for the materialisation of future results and
developments and involve known and unknown risks and uncertainties. Actual
results, performance or events may differ materially from those described
in such statements due to, among other things, changes in the general
economic and competitive environment, risks associated with capital
markets, currency exchange rate fluctuations, changes in international and
national laws and regulations, in particular with respect to tax laws and
regulations, affecting the Scout24 AG, and other factors. The Company does
not assume any obligations to update any forward-looking statements.
01.10.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: Scout24 AG
Dingolfinger Str. 1 - 15
81673 Munich
Germany
Phone: +49 89 44456 - 0
Fax: +49 89 44456 - 3000
E-mail: ir@scout24.com
Internet: www.scout24.com
ISIN: DE000A12DM80
WKN: A12DM8
Listed: Regulated Market in Frankfurt (Prime Standard)
Notierung vorgesehen / intended to be listed (Frankfurt, Prime Standard)
End of Announcement DGAP News-Service
---------------------------------------------------------------------------