Berenberg
Notification of Stabilization Measures in accordance with Article 5 (4) and (6) of Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (‘Market Abuse Regulation’)
DGAP-News: Joh. Berenberg, Gossler & Co. KG / Key word(s): Miscellaneous NOT FOR DISTRIBUTION OR PUBLICATION IN THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN. Notification of Stabilization Measures in accordance with Article 5 (4) and (6) of Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (“Market Abuse Regulation”) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC and in accordance with Article 6 (1) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016. Joh. Berenberg, Gossler & Co. KG (“Berenberg” or the “Stabilization Manager“), in connection with the initial public offering of HelloFresh SE, Berlin, Germany (the “Company“), acts as Stabilization Manager and will have the right, in the time period beginning and including November 2, 2017 through and including December 2, 2017 (the “Stabilization Period“), with regard to the Company’s shares, which are expected to be admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) on November 1, 2017 (International Securities Identification Number (ISIN: DE000A161408; German Securities Code (WKN): A16140), in the scope admissible under Article 5 (4) of the Market Abuse Regulation, to make Over-Allotments or carry out Stabilization Measures on behalf and for the account of individual underwriters (the “Stabilization Measures“). Stabilization Measures are intended to provide support for the stock exchange or market price of the Company’s securities during the Stabilization Period if the securities come under selling pressure, thus alleviating sales pressure generated by short-term investors and maintaining an orderly market in those securities. Stabilization Measures may cause the stock exchange or market price of the shares to be higher than it would otherwise have been. In addition, the stock exchange or market price may temporarily be at a level that is not sustainable. In addition, stabilisation activities may give false or misleading signals regarding the supply of the securities.The Stabilization Manager may carry out Stabilization Measures at the regulated market of the Frankfurt Stock Exchange. The Stabilization Manager is not required to carry out Stabilization Measures. Therefore, no assurance can be provided that Stabilization Measures will be carried out. As a result, Stabilization Measures may not necessarily be carried out and any Stabilization Measures may cease at any time without advance notice. In any Stabilization Measures that may be carried out, and to the extent permitted by law, up to 4,050,000 additional shares may be alloted to investors as part of the offering in addition to the initial offer of shares in the Company (the “Over-Allotment“). In connection with a potential Over-Allotment, the Stabilization Manager, acting on behalf and for the account of the underwriters, was provided with up to 4,050,000 shares from the holdings of an existing shareholder by way of a securities loan granted free of charge, and this number of shares equals 15% of the initial offering. In this context, with the sole purpose of covering potential Over-Allotments, the Company has granted the Stabilization Manager on behalf and for the account of the underwriters an option to acquire up to 4,050,000 greenshoe shares which would be issued by the Company from a capital increase, utilizing the authorized capital resolved by an extraordinary shareholders’ meeting on October 11, 2017 (Authorized Capital 2017/I) (the “Greenshoe Shares“) at the offer price less agreed commissions, thus satisfying the retransfer obligation under the securities loan (the “Greenshoe Option“). The Stabilization Manager may exercise the Greenshoe Option on behalf and for the account of the underwriters. The Greenshoe Option will expire 30 calendar days after stock exchange trading in the shares commences and may only be exercised to the extent shares have been placed by way of Over-Allotment. During the Stabilization Period, the Stabilization Manager ensures adequate public disclosure of the details of any Stabilization Measures by the end of the seventh day of trading following the date on which Stabilization Measures were carried out. The Stabilization Manager will also ensure that any exercise of the Greenshoe Option will be disclosed to the public promptly, together with all appropriate details. Within one week of the end of the Stabilization Period, adequate public disclosure of the following information will be made: whether or not Stabilization Measures were carried out; the dates on which any price Stabilization Measures started and ended; the date on which Stabilization Measures last occurred; the price range within which Stabilization Measures were carried out (for each date of a Stabilization Measure); and the trading venues on which Stabilization Measures (if any) were carried out. Disclaimer This communication constitutes neither an offer to sell nor a solicitation to buy shares. The public offering (in Germany and Luxemburg) will be made solely by means of, and on the basis of, a prospectus which is to be published. An investment decision regarding the publicly offered shares of HelloFresh SE should only be made on the basis of the prospectus. The prospectus will be published promptly upon approval by the Bundesanstalt für Finanzdiensleistungsaufsicht (BaFin) and will be available free of charge from HelloFresh SE, Saarbrücker Str. 37a, 10405 Berlin, Germany, as well as on www.hellofreshgroup.com. 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 shares in the United States, Canada, Australia, Japan, or in any other jurisdiction in which such offer may be restricted. The shares 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 within the United States absent registration or an exemption from the registration requirements under the Securities Act. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of Shares in the United States. There will be no public offering of shares in the United States or anywhere else, except for Germany and Luxemburg. In the United Kingdom, this document and any other materials in relation to the Shares is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (“Financial Promotion”) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication is directed only at relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons.
23.10.2017 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |