Nakiki SE
Price range for windeln.de shares set at EUR16.50 to EUR20.50
DGAP-News: windeln.de AG / Key word(s): IPO 2015-04-22 / 16:19 --------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. Price range for windeln.de shares set at EUR16.50 to EUR20.50 - Offer period to commence on 23 April 2015 and expected to end on 6 May 2015 - First day of trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange planned for 8 May 2015 - Total offer volume of EUR211 million at the mid-point of the price range, assuming full exercise of the over-allotment option - Company intends to use the net proceeds to fund its continued long-term growth and for general corporate purposes Munich, 22 April 2015. windeln.de AG ("windeln.de" or the "Company"), one of the leading and fastest growing online retailers for baby, toddler and children products in Germany, Austria and Switzerland, which has also established a successful e-commerce business of selling baby products to customers located in China, has determined the terms for its initial public offering ("IPO"). The Company has set the price range for the shares of windeln.de between EUR16.50 and EUR20.50 per share. The offer period will start on 23 April 2015 and is scheduled to end on 6 May 2015. The final offer price will be determined based on a bookbuilding process. The offering consists of initial public offerings in Germany and Luxemburg and private placements in certain jurisdictions outside of Germany and Luxembourg. In the United States, the Company's shares will be offered and sold only to qualified institutional buyers as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"). Outside the United States, the Company's shares will be offered and sold only in offshore transactions in reliance on Regulation S under the Securities Act. The Company has set up a preferential allocation program for the benefit of all employees of the Group, including the members of the Management Board, employed and tax resident in Germany or Switzerland. The planned offer comprises up to 11,404,899 shares of windeln.de, thereof 5,400,000 newly issued ordinary bearer shares from a capital increase, 4,517,304 existing ordinary bearer shares from the holdings of selling shareholders, and up to 1,487,595 existing ordinary bearer shares in connection with an over-allotment option. In connection with the over-allotment, existing shares are borrowed from certain selling shareholders, which will be settled with newly issued shares from the Company in case of an exercise of the greenshoe option. Assuming all offered shares are placed and the greenshoe option is fully exercised, approx. 42 percent of the Company's post-IPO share capital will be placed. At the mid-point of the price range, the total offering size is expected to amount to EUR211 million including the full exercise of the over-allotment option and EUR183.5 million excluding the exercise of the over-allotment option. This corresponds to a market capitalization of EUR470 million and, in case the greenshoe option granted by the Company is exercised in full, of EUR497 million (in each case excluding potential dilution through existing share options, and pre any IPO-related costs). All main existing shareholders of windeln.de will remain invested in the Company. windeln.de will raise proceeds from the sale of new shares amounting to EUR99.9 million based on the mid-point of the price range (respectively amounting to EUR127.4 million based on the mid-point of the price range in case of an exercise of the over-allotment option and the issuance of additional new shares). The Company will use the proceeds to fund its continued long-term growth, as well as for general corporate purposes. "The vast and steady growth of our business during the last years has proven the attractiveness and competitiveness of windeln.de. The IPO will enable us to pursue our growth strategy at an accelerated pace in the coming years", said Alexander Brand, management board member and co-founder of windeln.de. Konstantin Urban, management board member and co-founder of windeln.de, added: "Since its inception in 2010, our Company has developed from an online retailer for baby consumables in Germany to a supplier serving the needs of young families in Europe and China. The proceeds from the IPO will help us in further strengthening and extending our already strong market position." Upon successful conclusion of the offering, the shares are expected to start trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange on 8 May 2015 under the German Securities Code (WKN) WNDL11 and International Securities Identification Number (ISIN) DE000WNDL110. The IPO prospectus has been approved by the German Federal Financial Supervisory Authority (BaFin) and is available from the Company's homepage (http://corporate.windeln.de/?page_id=2434) for download. BofA Merrill Lynch, Deutsche Bank and Goldman Sachs International are acting as Joint Global Coordinators and Joint Bookrunners. Berenberg and COMMERZBANK have been mandated as additional Joint Bookrunners. Basic information First day of trading 8 May 2015 Offer period This offering will start on 23 April 2015 and is expected to end on 6 May 2015, at 12:00 CEST for retail investors and at 14:00 CEST for institutional investors Price range EUR16.50 to EUR20.50 per share Offering size Total offering size of EUR211 million at the mid-point of the price range (including exercise of over-allotment option) and EUR183.5 million (excluding exercise of over-allotment option) Proceeds to the Company Proceeds of approx. EUR99.9 million based on the mid-point of the price range (respectively amounting to EUR127.4 million based on the mid-point of the price range and in case of full exercise of the over-allotment option and the issuance of additional new shares) Type of offering Public offering of shares in Germany and Luxemburg and private placements in certain jurisdictions outside of Germany and Luxembourg Stock exchange Frankfurt Stock Exchange Market segment Regulated market (Prime Standard) ISIN DE000WNDL110 WKN WNDL11 Ticker symbol WDL Syndicate banks Joint Global Coordinators and Joint Bookrunners: BofA Merrill Lynch, Deutsche Bank and Goldman Sachs International Further Joint Bookrunners: Berenberg and COMMERZBANK Lock-up period Company: 180 days Preferentially allocated employees: 180 days Existing shareholders: 180 days Gut Vermögensverwaltungs GmbH and ABrand Management UG (haftungsbeschränkt): 360 days Press Contact Christian Falkowski Phone: +49 (89) 4161 7151 21 Email: cfalkowski@windeln.de About windeln.de windeln.de is one of the leading pure-play online retailers specializing in baby and toddler products in Germany, Austria and Switzerland. The Company also successfully sells baby and toddler products to customers in China. windeln.de offers approximately 100,000 products from over 1,000 brands, which young parents can comfortably order online. The offer ranges from diapers and baby food to child furniture, toys, clothing, strollers and car seats, making windeln.de a one-stop shop for parents. Disclaimer These materials may not be published, distributed or transmitted, directly or indirectly, in or into the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of windeln.de AG (the "Company") in the United States, Germany or any other 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"). The securities of the Company have not been, and will not be, registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Any offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of a securities prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements. The securities prospectus has been approved by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and will be available free of charge from windeln.de AG, Hofmannstraße 51, 81379 Munich, Germany, or on the Company's website. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, the Joint Global Coordinators and the Joint Bookrunners (all banks together, the "Underwriters"), and their respective affiliates 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. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. This announcement does not constitute a recommendation concerning the potential offering of securities described in this announcement (the "Offering"). Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned. The Underwriters 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 other matter referred to herein. In connection with the Offering, the Underwriters and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and may otherwise deal for their own accounts. Accordingly, references in the Prospectus, once published, to the securities being issued should be read as including any issue or offer to the Underwriters and any of their affiliates acting as investors for their own accounts. In addition certain of the Underwriters or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of the Company's shares. The Underwriters 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 Underwriters 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 announcement (or whether any information has been omitted from the announcement) or, with limited exception, other information relating to the Company, its subsidiaries or associated companies, 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 announcement or its contents or otherwise arising in connection therewith. --------------------------------------------------------------------- 2015-04-22 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 347323 2015-04-22
Aktuelle News
Aktuelle Berichte
Anstehende Events
Keine Events gefunden