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ABOUT YOU Holding AG: ABOUT YOU sets price range for its planned listing at €21.00 to €26.00 per share

·14-min read

DGAP-News: ABOUT YOU Holding AG / Key word(s): IPO
08.06.2021 / 07:30
The issuer is solely responsible for the content of this announcement.

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT DISCLAIMER AT THE END OF THIS RELEASE.


ABOUT YOU sets price range for its planned listing at €21.00 to €26.00 per share

Hamburg, 8 June 2021 - ABOUT YOU Holding AG ("ABOUT YOU"), Europe's fastest-growing online fashion platform of scale, has set the price range for its planned private placement (the "Private Placement") at €21.00 to €26.00 per share. The Private Placement and subsequent listing of the company's shares on the Frankfurt Stock Exchange is subject to approval of a listing prospectus by the German Federal Financial Supervisory Authority (BaFin) and the publication of the prospectus.

The final offer price will be determined by way of a book building process. The book building period starts on June 8, 2021 and is expected to end on June 14, 2021. Trading of ABOUT YOU's shares on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange is expected to begin on June 16, 2021 under the trading symbol YOU and the ISIN DE000A3CNK42.

The Private Placement to institutional investors in Germany and in certain other countries includes 28,571,429 newly issued ordinary bearer shares from a capital increase against cash contributions (the "New Shares") as well as up to 3,571,428 ordinary bearer shares to be sold by Management. In addition, GFH (Gesellschaft für Handelsbeteiligungen mbH), SevenVentures GmbH, GMPVC German Media Pool GmbH and Fashion Media Pool GmbH will grant a Greenshoe option of up to 4,821,428 ordinary bearer shares to cover possible over-allotments.

ABOUT YOU is targeting gross proceeds of at least €600 million from the placement of the New Shares. In order to foster its growth in both commerce (B2C) and the SaaS business (B2B), the Company plans to invest the largest part of the net proceeds to scale its international commerce operations and to grow its tech infrastructure. Further, some of the targeted proceeds are earmarked for potential M&A opportunities and to repay existing shareholder loans.

Assuming full exercise of the Greenshoe option, the size of the Private Placement will range from €776 million to €941 million, implying a free float range of between 21.2% and 21.7% of the outstanding share capital. Based on the price range set, the total market capitalization amounts to between €3.6 billion and €4.4 billion.

Tarek Müller, co-founder and member of the management board responsible for Marketing & Brand: "We are delighted by the reception we have received following the announcement of our intention to list ABOUT YOU on the Frankfurt Stock Exchange. Today's announcement is the next step on our journey towards becoming a listed company, which will help us build on our strong growth profile to continue digitizing the offline shopping stroll. We look forward to broadening our investor base as we push ahead with our vision to become the leading global fashion platform."

Existing shareholders Otto Group and GFH have agreed vis-à-vis the Joint Global Coordinators to a lock-up period of 270 calendar days and the other existing shareholders Heartland A/S, SevenVentures GmbH, GMPVC German Media Pool GmbH, Fashion Media Pool GmbH and all members of the Company's management board in their function as selling shareholders have agreed to a lock-up period of 180 calendar days. In addition, all members of the Company's management board have agreed vis-à-vis the Company to a staggered lock-up period of between one and two years.

Supervisory Board Appointments

ABOUT YOU also announced a series of high-profile appointments to its Supervisory Board. Sebastian Klauke, member of the Otto Group executive board, where he is responsible for E-Commerce, Technology, Business Intelligence and Corporate Ventures, was appointed as Chairman of the Supervisory Board. Niels Jacobsen, CEO of William Demant Invest A/S, the wholly-owned holding company for all William Demant Foundation investment activities, was appointed as Deputy Chairman of the Supervisory Board. Christina Johansson (interim CEO and CFO of Bilfinger SE) was appointed Member of the Supervisory Board and Head of the Audit Committee. Christian Leybold (Managing Partner at Headline), Petra Scharner-Wolff (CFO of Otto Group) and André Schwämmlein (Founder and CEO of FlixMobility) were appointed as Members of the Supervisory Board.

Deutsche Bank, Goldman Sachs, and J.P. Morgan are acting as Joint Global Coordinators and Joint Bookrunners, with Numis Securities, Société Générale and UBS Investment Bank also acting as Joint Bookrunners. Lilja & Co. is the independent advisor to Otto Group, its affiliates and ABOUT YOU. MW&L Capital Partners are the financial advisors to Heartland A/S.

The listing prospectus will be made available on ABOUT YOU's website https://corporate.aboutyou.de/ under the "Investor Relations" section following approval of such prospectus by the German Federal Financial Supervisory Authority (BaFin).


ABOUT YOU
ABOUT YOU digitizes the classic shopping stroll by creating an inspiring and personalized shopping experience on the smartphone. At ABOUT YOU the focus is on the customers, who are supported in expressing themselves individually through fashion. On the website aboutyou.com and the multi-award-winning ABOUT YOU app, customers find versatile inspiration and a range of more than 400,000 items from over 2,000 brands. With more than 30 million unique monthly active users, ABOUT YOU is one of the largest fashion and lifestyle platforms in Europe. It is currently active in 23 European markets. With the ABOUT YOU Commerce Suite, the fashion tech company also offers its own e-commerce infrastructure as a licensed product.


Additional links:
Investor relations: ir.aboutyou.de
Corporate site: corporate.aboutyou.de
Responsibility report: corporate.aboutyou.de/responsibility
Commerce Suite: commercesuite.aboutyou.com


Media contacts

Ann-Christine Klesper | Corporate Communications
ann-christine.klesper@aboutyou.com
+49 160 805 0129

Knut Engelmann | Kekst CNC
knut.engelmann@kekstcnc.com
+49 174 234 2808


Investor Relations contact
Julia Stoetzel | Head of Investor Relations
Julia.stoetzel@aboutyou.com
+49 40 638 569 359
+49 171 3575 103



DISCLAIMER

These materials may not be published, distributed or transmitted in 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 (the "Securities") of ABOUT YOU Holding AG ("ABOUT YOU") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of ABOUT YOU 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"). There will be no public offering of the securities in the United States or any other jurisdiction. The Securities have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. No public offer will be made. An investment decision regarding securities of ABOUT YOU should only be made on the basis of the securities prospectus which will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) and will be available free of charge on the website of ABOUT YOU.

In member states of the European Economic Area and the United Kingdom, any offering mentioned in this publication will only be addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, in the case of the United Kingdom, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. In addition, in the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Certain statements contained in this release may constitute "forward-looking statements" that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by ABOUT YOU that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. Neither ABOUT YOU nor Deutsche Bank AG, Goldman Sachs Bank Europe SE, J.P. Morgan AG, Numis Securities Ltd, Société Générale and UBS Europe SE (together, the "Underwriters") nor any of their respective affiliates assume any obligation to update, and do not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this release, whether as a result of new information, future events or otherwise, except as otherwise required by law.

The Underwriters are acting exclusively for ABOUT YOU and the selling shareholders and no-one else in connection with the planned Private Placement. They will not regard any other person as their respective clients in relation to the planned Private Placement and will not be responsible to anyone other than ABOUT YOU and the selling shareholders for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the planned Private Placement, the Underwriters and their respective affiliates may take up a portion of the shares offered in the Private Placement as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of ABOUT YOU or related investments in connection with the planned Private Placement or otherwise. In addition, the Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of shares of ABOUT YOU. The Underwriters do not intend to disclose the extent of any such investment or transactions, other 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 release (or whether any information has been omitted from the release) or any other information relating to ABOUT YOU, 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 release or its contents or otherwise arising in connection therewith.

THIS DOCUMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.

To cover potential over-allotments, GFH (Gesellschaft für Handelsbeteiligungen mbH) ("GFH"), SevenVentures GmbH, GMPVC German Media Pool GmbH and Fashion Media Pool GmbH have agreed to make available up to 4,821,428 shares of the Company (the "Sharers") to the Underwriters, the total number of over-allotment shares not to exceed 15% of the final number of New Shares and existing shares placed in the Private Placement. In addition, GFH, SevenVentures GmbH, GMPVC German Media Pool GmbH, and Fashion Media Pool GmbH have granted the Underwriters an option to acquire a number of Shares equal to the number of Shares allotted to cover over-allotments during the Stabilization Period (as defined below). In connection with the placement of Shares, J.P. Morgan AG will act as the stabilization manager and may, as stabilization manager, make over-allotments and take stabilization measures in accordance with legal requirements (Art. 5(4) and (5) of Regulation (EU) No 596/2014 in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052) to support the market price of the Shares and thereby counteract any selling pressure. The stabilization manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and may cease at any time. Such measures may be taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the date when trading in the Shares is commenced on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected on or around June 16, 2021, and must be terminated no later than 30 calendar days after this date (the "Stabilization Period"). Stabilization transactions aim at supporting the market price of Shares during the Stabilization Period. These measures may result in the market price of Shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.


08.06.2021 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.
Archive at www.dgap.de

Language:

English

Company:

ABOUT YOU Holding AG

Domstraße 10

20095 Hamburg

Germany

Phone:

+49 40 638 569 - 0

E-mail:

info@aboutyou.de

Internet:

https://corporate.aboutyou.de

Listed:

Regulated Market in Frankfurt (Prime Standard)

EQS News ID:

1205233


Notierung vorgesehen / Intended to be listed

 

End of News

DGAP News Service

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