Scout24 AG: Scout24 sets price range at EUR 26.5 to EUR 33.0 per share
DGAP-News: Scout24 AG / Key word(s): IPO/Capital Increase
- Offer period begins on 21 September 2015 and is expected to end on 30 September 2015
- First day of trading on the regulated market segment (Prime Standard) of the Frankfurt Stock Exchange planned for 1 October 2015
- Base offer volume between EUR 899 million and EUR 1,056 million including EUR 225 million of gross primary proceeds, assuming full exercise of the greenshoe option
- The offer also includes an option to increase the number of existing shares to be placed
- Proceeds to the Company will be used to repay debt in order to strengthen its financial position, equity base and to support growth
- Prospectus with further details has been published on the Scout24 website
Berlin/Munich, 18 September 2015 - Scout24 AG ("Scout24" or the "Company"), in cooperation with its current shareholders as well as Credit Suisse and Goldman Sachs International as Joint Global Coordinators, has determined the terms for its initial public offering ("IPO"). The Company has set the price range at EUR 26.5 to EUR 33.0 per share. The offer period will start on 21 September 2015 and is scheduled to end on 30 September 2015. The final offer price will be determined based on a bookbuilding process. Trading of the Scout24 shares under the ticker symbol G24 and the ISIN DE000A12DM80 is set to begin on the regulated market segment (Prime Standard) of the Frankfurt Stock Exchange on Thursday, 1 October 2015.
The offer consists of public offerings in Germany and Austria and private placements in certain jurisdictions outside of Germany and Austria. 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").
"Scout24 is well prepared for the planned IPO and beyond", said Greg Ellis, CEO of Scout24. "This logical next step in our corporate development will allow us to continue our successful growth path and strengthen our financial position."
The offer will consist of newly issued ordinary registered shares with no par value from a capital increase against cash contribution ("Primary Shares") and existing ordinary registered shares from the current shareholders ("Secondary Shares").
Scout24 targets gross proceeds of EUR 225 million from a capital increase through the issuance of up to 8,500,000 Primary Shares. Scout24 will use the proceeds to repay debt in order to strengthen its financial position and equity base and to support growth.
The base offering will also comprise of 21,000,000 Secondary Shares from Asa HoldCo GmbH ("Asa HoldCo", a holding company advised by affiliates of Hellman & Friedman LLC and The Blackstone Group L.P.), Deutsche Telekom AG ("DTAG"), Scout24 management and former employees. Asa HoldCo and DTAG intend to sell about 13% and 42%, respectively, of the shares they each held prior to the offering. Investors may be allotted additional shares in the Company from the holdings of Asa HoldCo (70% share) and DTAG (30% share), in connection with an over-allotment option. The over-allotment option will be equal to 15% of the sum of Primary Shares and Secondary Shares placed.
At the lower end of the price range and assuming that all Primary and Secondary Shares from the base offering have been placed and the greenshoe option has been fully exercised, the total offering size is expected to amount to approximately EUR 899 million and Scout24 would have a free float of about 31%. As a result, Asa HoldCo would retain approximately 49% and DTAG would retain approximately 14% of the Company's share capital.
Additionally, Asa HoldCo and DTAG, after consultation with the Joint Global Coordinators, have an option to increase the number of Secondary Shares by up to 15,000,000 existing shares from the holdings of Asa HoldCo (c.70% share), DTAG (c.30% share) and supervisory board members (remaining share).
The Company, Asa HoldCo, DTAG and former employees of Scout24 have agreed to a lock-up period of six months, starting on the first day of trading. Management of Scout24 are selling a minority position of their total shareholding and have agreed to a lock-up period of twelve months.
Detailed information on the offering is contained in the Scout24 prospectus, which has been approved by the German Federal Financial Supervisory Authority (BaFin). It is now available in the IPO section of the Company's website at www.scout24.com.
Credit Suisse and Goldman Sachs International are acting as Joint Global Coordinators and Joint Bookrunners. Barclays, Jefferies and Morgan Stanley are acting as Joint Bookrunners.
Scout24 operates leading digital classifieds platforms in Germany and other selected European countries. The main operations under the umbrella brand Scout24 are the digital marketplaces ImmobilienScout24 and AutoScout24. ImmobilienScout24 is the leading digital real estate classifieds platform in Germany, based on consumer traffic and time spent as well as customer numbers and listings. AutoScout24 is a leading automotive digital classifieds platform in Europe, in terms of unique monthly visitors and listings. Scout24's digital marketplaces are empowering people to realise their property and car-owning dreams simply, efficiently and stress-free. Further information is available at www.scout24.com
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This document and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy any securities in the United States. Any 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"), and may not be offered or sold in the United States absent registration or pursuant to an available exemption from registration under the Securities Act. Neither Scout24 nor any of its shareholders intends to register any securities referred to herein in the United States.
Any offer will be made exclusively through and on the basis of a prospectus that must be published in Germany as supplemented by additional information related to the offer outside of Germany. No money, securities, or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
This document does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and should not be considered as a recommendation that any person should subscribe for or purchase any securities as part of the Offer. This document is being communicated only to (i) persons who are outside the U.K.; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order (all such persons 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. This document should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of the Company.
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2015-09-18 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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