SHOP APOTHEKE EUROPE N.V.

  • WKN: A2AR94
  • ISIN: NL0012044747
  • Land: Niederlande

Nachricht vom 07.04.2020 | 18:07

SHOP APOTHEKE EUROPE N.V. launches an equity offering of new bearer shares by way of an accelerated bookbuild.

SHOP APOTHEKE EUROPE N.V. / Key word(s): Capital Increase/Corporate Action
SHOP APOTHEKE EUROPE N.V. launches an equity offering of new bearer shares by way of an accelerated bookbuild.

07-Apr-2020 / 18:07 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.

SHOP APOTHEKE EUROPE N.V. launches an equity offering of new bearer shares by way of an accelerated bookbuild.

  • Equity offering by way of an accelerated bookbuild for c. EUR 55 million.
  • Reason: Act on accelerated growth due to Covid 19 and greater visibility on timing of e-script introduction in Germany.
  • Net proceeds: To facilitate and fund the accelerated growth through investments in (a) working capital, (b) digital projects, (c) new initiatives (such as online marketplace, online doctor services, own brands, and internationalization), (d) opportunistic small- to medium-sized M&A, (e) supplement financing of the new distribution centre near Venlo and (f) for general corporate purposes.
  • The Managing board reconfirms its outlook to break even at adjusted-EBITDA level in the current year 2020, and its longer term guidance of a steady-state EBIT margin in excess of 6%.
  • Certain members of the Managing Board, as well as the main shareholder of SHOP APOTHEKE EUROPE, have announced their intention to also participate in the capital increase.

Venlo, The Netherlands, April 7, 2020. SHOP APOTHEKE EUROPE N.V. ("SHOP APOTHEKE EUROPE", or the "Company"), one of the leading and fastest growing online pharmacies in continental Europe, today announced the launch of an equity offering of new bearer shares for c. EUR 55 million (the "New Shares") by way of an accelerated bookbuild (the "Capital Increase"). Certain members of the Managing Board, as well as the main shareholder of SHOP APOTHEKE EUROPE, have announced their intention to also participate in the capital increase.

The proposed Capital Increase will be executed by way of a private placement of the New Shares on a non-pre-emptive basis. The New Shares will be issued by the Company's Managing Board, with the prior approval of the Company's Supervisory Board, under existing authorisations to issue shares and to exclude pre-emptive rights of existing shareholders in relation thereto, delegated to the Company's Managing Board by the general meeting of the Company.

The New Shares will be offered exclusively to qualified investors in the European Economic Area ("EEA") and the United Kingdom, to qualified institutional buyers in the United States in reliance on an exemption from the registration requirement of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and to certain institutional investors in other jurisdictions. Offers outside of the United States will be made in reliance on Regulation S under the Securities Act. The final offer price of the New Shares (the "Offer Price") will be determined in an accelerated bookbuild, and will be announced upon completion of the bookbuilding process.

The Offer Price of the New Shares is expected to be announced no later than the start of trading on the XETRA platform of the Frankfurt Stock Exchange on 8 April 2020. Settlement of the New Shares is expected to take place on 15 April 2020 (the "Closing Date").

The New Shares will rank pari passu in all respects with the Company's existing bearer shares and, following completion and settlement of the Capital Increase, are expected to be admitted to listing and trading on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard).

Following the transaction, the Company will be subject to a lock-up undertaking ending 180 calendar days after the Closing Date, subject to certain exceptions, including issue of shares by the Company to sellers or joint venture partners as consideration in connection with acquisitions or joint ventures, as applicable (any such issued shares will be subject to the same lock-up).

The proposed Capital Increase is in response to COVID-19 related accelerated market demand as well as greater visibility on timing of e-Rx introduction in Germany. The proposed Capital Increase will also safeguard existing investments to deliver on SHOP APOTHEKE EUROPE's targeted growth and profitability objectives. SHOP APOTHEKE EUROPE intends to use the net proceeds from the Capital Increase to facilitate and fund the accelerated growth through investments in (a) working capital, (b) digital projects, (c) new initiatives (such as online marketplace, online doctor services, own brands and internationalization), (d) opportunistic small- to medium-sized M&A, (e) supplement financing of the new distribution centre near Venlo and (f) for general corporate purposes. The Managing board reconfirms the outlook to break even at the adjusted EBITDA level in the current year 2020 and the raised capital is expected to positvely support SHOP APOTHEKE EUROPE's P&L in terms of profitability in subsequent years. Furthermore, SHOP APOTHEKE EUROPE reiterates its aim to reach a steady-state EBIT margin in excess of 6%.


DISCLAIMER.

This announcement is released by SHOP APOTHEKE EUROPE N.V. and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Capital Increase (as described above). For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Stefan Feltens, CEO, for SHOP APOTHEKE EUROPE N.V. SHOP APOTHEKE EUROPE N.V. is solely responsible for the contents of this announcement.

This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities of SHOP APOTHEKE EUROPE N.V.

In connection with this transaction there has not been, nor will there be, any public offering of the New Shares. No prospectus will be prepared in connection with the offering of the New Shares.

The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons reading this announcement should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities for sale in, and is not for publication or distribution, directly or indirectly, in or into, the United States, Australia, Canada or Japan or in any jurisdiction in which offers or sales of the securities referred to herein would be prohibited by applicable laws. The 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"), or the laws of any state within the United States or under the applicable securities laws of Australia, Canada or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities referred to herein in the United States, Australia, Canada or Japan.

The offer referred to herein, when made in member states of the European Economic Area and the United Kingdom, is only addressed to and directed to "qualified investors" within the meaning of Article 2(e) the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and includes any relevant delegated regulations.

For readers in the United Kingdom, this announcement is only being distributed to and is only directed at Qualified Investors who are (i) outside the United Kingdom or (ii) investment professionals falling within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The New Shares are expected to only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

This announcement contains forward-looking statements that are subject to certain risks and uncertainties. The future financial results can significantly differ from the currently anticipated results as a result of various risks and uncertainties, including changes in the business, financial and competitive landscape, uncertainties related to legal disputes or investigations and the availability of funds. SHOP APOTHEKE EUROPE N.V. assumes no obligation to update the forward-looking statements included in this announcement. Forward-looking statements speak only as of the date they are made.

The bookrunners ("Banks") are acting on behalf of the Issuer and no one else in connection with the securities and will not be responsible to any other person for providing the protections afforded to clients of the Banks, or for providing advice in relation to the transactions or securities referred to in this announcement.

Neither of the Banks nor any of their respective subsidiary undertakings, affiliates or any of their respective partners, directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to SHOP APOTHEKE EUROPE N.V., its subsidiaries or associated companies, the New Shares or any other matter referred to in this announcement 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. Accordingly, the Banks disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.

In connection with the offering of the New Shares, each Bank and any of its affiliates acting as an investor for its own account may take up New Shares and in that capacity may retain, purchase or sell for its own account such securities and any securities of SHOP APOTHEKE EUROPE N.V. or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the New Shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Information to Distributors of New Shares

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (a "Manufacturer") (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that the New Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (a "Target Market Assessment"). Any person subsequently offering, selling or recommending the New Shares (a "Distributor") should take into consideration the Manufacturers' relevant Target Market Assessments; however, each Distributor subject to MiFID II is responsible for undertaking its own Target Market Assessment in respect of the New Shares (by either adopting or refining the Manufacturers' Target Market Assessments) and determining, in each case, appropriate distribution channels. In respect of the New Shares, notwithstanding the Target Market Assessment, Distributors (for the purposes of the MiFID II Product Governance Requirements) should note that: (i) the price of the New Shares may decline and investors could lose all or part of their investment; (ii) the New Shares offer no guaranteed income and no capital protection; and (iii) an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the New Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.

 

Contact:
rikutis consulting
Thomas Schnorrenberg
Cel: +49 151 46 53 13 17
E-Mail: presse@shop-apotheke.com

Information and Explanation of the Issuer to this News:

Information and Explanation of the Issuer to this News:

Lilja & Co. is acting as financial advisor to the Company.

ABOUT SHOP APOTHEKE EUROPE.

SHOP APOTHEKE EUROPE is one of the leading and fastest growing online pharmacy in continental Europe. With the acquisition of Europa Apotheek Venlo in November 2017, SHOP APOTHEKE EUROPE significantly extended its European market leadership. The product range for the whole family in the OTC, beauty and personal care products as well as prescription drugs segments is supplemented by high quality natural food and health products, low carb products and sports nutrition following the acquisition of nu3 GmbH in July 2018.

SHOP APOTHEKE EUROPE already operates online stores in Germany, Austria, France, Belgium, Italy, The Netherlands and Switzerland.

SHOP APOTHEKE EUROPE delivers a broad range of more than 100,000 original products to over 5 million active customers fast and at attractive prices. In addition, SHOP APOTHEKE EUROPE provides comprehensive pharmaceutical counselling services.

The shares of SHOP APOTHEKE EUROPE N.V. have been listed on the regulated market of the Frankfurt Stock Exchange (Prime Standard) since 13 October 2016 and on the SDAX since 24 September 2018.

In addition to being traded on the Frankfurt Stock Exchange (Freiverkehr), SHOP APOTHEKE EUROPE'S convertible bonds (ISIN: DE000A19Y072) are also tradeable on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V.

 

MEDIA CONTACTS.

Trade and popular media:
Sven Schirmer
Mobile: +49 221 99 53 44 31
Email: presse@shop-apotheke.com

Financial media:
Bettina Fries
Mobil: +49 211 75 80 779
E-Mail: presse@shop-apotheke.com

Investor relations:
Carmen Herkenrath
Phone: +31 77 850 6109
Email: carmen.herkenrath@shop-apotheke.com

Thomas Schnorrenberg
Tel: +49 151 46531317
E-Mail: presse@shop-apotheke.com


07-Apr-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de



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