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 RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR TO U.S. PERSONS. 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”) of 16 April 2014 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 NFON AG, Machtlfinger Str. 7, 81379 Munic, Germany (the “Company“), acts as Stabilization Manager and will have the right, in the time period beginning and including 09. May, 2018 through and including 7. June, 2018 (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 09. May, 2018 (International Securities Identification Number (ISIN: DE000A0N4N52; German Securities Code (WKN): A0N4N5), in the scope admissible under Article 5(4) of the Market Abuse Regulation, to make Over-Allotments (as defined below) 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 1.153.846 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 1.153.846 shares from the holdings of the selling 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 selling shareholder has granted the Stabilization Manager on behalf and for the account of the underwriters an option to acquire up to 1.153.846 greenshoe shares from the holdings of the selling shareholder (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 on one or more occasions. 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, 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 announcement is not an offer of securities for sale in the United States of America. The securities discussed herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act. No public offering of the securities discussed herein is being made in the United States of America and the information contained herein does not constitute an offering of securities for sale in the United States of America, Canada, Australia, Japan or any other jurisdiction in which such offering would be unlawful. This announcement is not for release, publication or distribution directly or indirectly in or into the United States of America, Australia, Canada, Japan or any other jurisdiction in which the distribution or release would be unlawful or to U.S. persons. In the United Kingdom, this information is directed at and/or for distribution only to (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) high net worth companies falling within article 49(2)(a) to (d) of the Order (each such person hereinafter a “relevant person”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents. This release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. The offer is made solely by means of, and on the basis of, the published securities prospectus which has been approved by the German Federal Financial Supervisory Authority (BaFin). The securities prospectus is available free of charge at the office of NFON AG, Machtlfinger Str. 7, 81379 Munich, Germany, as well as, for viewing in electronic form, on the Company’s website (https://ir.nfon.com). An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus.
25.04.2018 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |