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 Westwing Group AG, Berlin, Germany (the "Company"), acts as Stabilization Manager and will have the right, in the time period beginning and including October 11, 2018 through and including November 10, 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 October 10 2018 (ISIN: DE000A2N4H07; WKN: A2N4H0), 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 660,000 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 660,000 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 660,000 new shares which would be issued by the Company from a capital increase utilizing the Company's authorized capital resolved by the shareholders' meeting of the Company on September 21, 2018 (Authorized Capital 2018/VI) (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.
This communication constitutes neither an offer to sell nor a solicitation to buy shares. The public offering in Germany 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 Westwing Group AG 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 Westwing Group AG, Moosacher Straße 88,80809 Munich, Germany, as well as on www.westwing.de.
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 securities referred to in this communication 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.
In the United Kingdom, this communication is directed only at persons who: (i) are qualified investors within the meaning of the Financial Services and Markets Act 2000 (as amended) and any relevant implementing measures and/or (ii) are outside the United Kingdom or (iii) have professional experience in matters relating to investments and fall within the definition of "investment professionals" contained in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or are persons falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or fall within another exemption to the Order (all such persons referred to in (i) to (iii) above 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.