Oct 27, 2020 7:53 PM
fashionette AG / Key word(s): IPO
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE DISCLAIMER AT THE END OF THIS ANNOUNCEMENT.
Publication of inside information pursuant to Article 17 of the Regulation (EU) No. 596/2014
Dusseldorf, 27 October 2020. fashionette AG ("fashionette" or "Company") (ISIN DE000A2QEFA1 / WKN A2QEFA / Ticker symbol FSNT) and the selling shareholder Genui Fund GmbH & Co. KG ("GENUI") have set the offer price for its initial public offering ("IPO") at EUR 31.00 per share, in consultation with Hauck & Aufhäuser Privatbankiers Aktiengesellschaft as Sole Global Coordinator and Sole Bookrunner for the IPO.
In total, 3,605,000 ordinary bearer shares with no par value were placed with investors in the IPO. The placement comprises 1,200,000 new shares from a capital increase against cash contributions, 1,500,000 existing shares from the holdings of GENUI in a base deal, 500,000 existing shares from the holdings of GENUI from the exercise of the upsize option and 405,000 existing shares in connection with an over-allotment option.
Assuming full exercise of the greenshoe option, the total volume of the IPO amounts to approximately EUR 112 million. The Company expects that its gross proceeds from the capital increase will amount to EUR 37 million. Based on the offer price, fashionette's market capitalization amounts to EUR 192 million.
Upon completion of the IPO and assuming full exercise of the greenshoe option, GENUI will continue to hold 37% and Management 5% of the Company's shares, and the expected free float will amount to 58%.
Trading in the shares in the European growth segment "Scale" of the Frankfurt Stock Exchange is expected to commence on 29 October 2020. Delivery of the sold shares is expected to take place on 30 October 2020.
fashionette AG press contact
This announcement and the information contained herein are for informational purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, ordinary bearer shares with no par value of the Company ("Shares") in the United States of America including its territories or possessions, any state or the District of Columbia (together, "United States") or in any other jurisdiction.
The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("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.
The Company has not authorized any offer to the public of Shares in any Member State of the European Economic Area ("EEA"), except in the Federal Republic of Germany ("Germany"). With respect to any Member State of the EEA other than Germany and with respect to the United Kingdom (each a "Relevant State"), no action has been undertaken or will be undertaken to make an offer to the public of Shares requiring publication of a prospectus in any Relevant State. As a result, the Shares may only be offered in Relevant States:
(i) to any legal entity which is a "qualified investor" in the meaning of Article 2 lit. e) of the Prospectus Regulation; or
For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Shares and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended.
Any such investor will also be deemed to have represented and agreed that any Shares acquired by it in the contemplated offering of Shares have not been acquired on behalf of persons other than such investor. This announcement does neither constitute an offer nor a prospectus within the meaning of the Prospectus Regulation.
In the United Kingdom, this announcement and any other materials in relation to the Shares are only being distributed to, and are only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86 para. 7 of the Financial Services and Markets Act 2000 ("Financial Promotion")) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19 para. 5 of the Financial Promotion Order 2005 ("Order"); or (ii) high net worth entities falling within Article 49 para. 2 lit. (a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons. Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. Any investment activity to which this announcement relates will only be available to and will only be engaged with, relevant persons. No action has been taken by the Company that would permit an offer of Shares or the possession or distribution of this announcement or any other offering or publicity material relating to such Shares in any jurisdiction, except for Germany, where action for that purpose is required.
This announcement may contain projections or other forward-looking statements regarding i.e. future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could", "may" or "might", or, in each case, the negative of such terms or other similar expressions. These statements are based on the current views, expectations and assumptions of the management of the Company and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment (including due to the COVID-19 pandemic), risks associated with capital markets, currency exchange rate fluctuations and competition from other companies, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Company and other factors. The Company does not assume any obligations to update any projections or other forward-looking statements.
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or South Africa. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of this announcement and other information in connection with the listing and offer in certain jurisdictions may be restricted by law.
The Shares offered in the IPO have already been sold.
In connection with the IPO, Hauck & Aufhäuser Privatbankiers, Frankfurt am Main, Germany ("Stabilisation Manager"), (or persons acting on behalf of the Stabilisation Manager) may over-allot shares or effect transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final price of the Shares is made and, if begun, may be ended at any time, but it must end no later than 30 days after the date of commencement of trading in the Shares.
27-Oct-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Grafenberger Allee 295|
|Listed:||Regulated Unofficial Market in Frankfurt (Scale)|
|EQS News ID:||1143444|
|End of Announcement||DGAP News Service|
1143444 27-Oct-2020 CET/CEST