DGAP-News: MeinAuto Group AG / Key word(s): Corporate Action
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- Base offer size of 9.4 million newly issued ordinary bearer shares and 11.0 million existing ordinary bearer shares from the holdings of the Selling Shareholder, Hg
- Flexibility to upsize the final offering by up to 10% of the base offer size through the exercise of the upsize option
- The Selling Shareholder will grant a Greenshoe Option of up to 3.4 million ordinary bearer shares to cover possible over-allotments
- MeinAuto Group expects gross proceeds of €150 million from newly issued ordinary shares at the low end of the price range, which the Company mainly intends to use for further growth, including investments in online marketing and branding, as well as expanding its vehicle subscription pool and partially repaying existing debt facilities
- Price range implies a total market capitalisation for MeinAuto of €1.2 billion to €1.5 billion
- Offer period is expected to begin on 4 May 2021 and is expected to end on 11 May 2021
- First day of trading on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) is planned for 12 May 2021
Rudolf Rizzolli, CEO of MeinAuto Group: "The MeinAuto Group IPO is well on track and we are excited by the positive feedback we have received on our unique value proposition and growth prospects. Our planned listing is an important step to build on our position as the leading online platform for digital new car sales in Germany. We are grateful for our partnership with Hg and the success we have seen in building the business together over the last few years. We look forward to their continued support as we broaden our investor base for our next stage of growth."
The final offer price will be determined by way of a bookbuilding process. The period during which investors may submit purchase orders is expected to commence on 4 May 2021 and to end on 11 May 2021. Trading of the shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is expected to commence on 12 May 2021 under the trading symbol MEIA and the ISIN DE000MAG0008.
The Offering is intended to comprise 9.4 million newly issued ordinary bearer shares (the "New Shares") from a capital increase and 11.0 million existing ordinary bearer shares (the "Existing Shares", and together with the New Shares the "Base Offer") from Hg, a leading software and services investor, that are held by Salvator Mobility Holding MidCo S.à.r.l. (the "Selling Shareholder"). The Selling Shareholder aims to partially divest its stake in the Company and to ensure a sufficient free float and trading liquidity in the Company's shares, while retaining a significant investment in the Company.
Hg may increase the Base Offer by placing up to 2.0 million additional shares with investors in accordance with an upsize option, which Hg may exercise in agreement with the Joint Global Coordinators, representing up to 10% of the Base Offer (the "Upsize Option"). Hg also makes available up to 3.4 million shares to cover possible over-allotments, representing 15% of the maximum number of Shares offered in the Base Offer and under the Upsize Option (the "Over Allotment Shares"). Hg will grant a greenshoe option to the underwriters to acquire the Over-Allotment Shares at the Offer Price (the "Greenshoe Option"). The maximum offer size assuming the Upsize Option and the Greenshoe Option are both exercised in full will be €412-515 million, representing 35% of the outstanding share capital of MeinAuto Group.
The Offering would include a public offering in Germany and private placements in certain jurisdictions outside Germany. The Company and the Selling Shareholder have each agreed to customary lockups of 180 days following the first day of trading of the Company's shares on the Frankfurt Stock Exchange.
The prospectus will be made available on MeinAuto Group's website www.meinauto-group.com. under the "Investor Relations" section following approval of such prospectus by the German Federal Financial Supervisory Authority (BaFin).
BofA Securities, Barclays Bank Ireland PLC, Citigroup, Jefferies and UniCredit Bank AG are acting as Joint Global Coordinators and Joint Bookrunners.
About MeinAuto Group
MeinAuto Group is the leading online platform for digital new car sales in Germany. In a market where customers are increasingly looking online for usership rather than ownership solutions, MeinAuto Group offers a fully digital, affordable, and transparent monthly subscription for new vehicles and comprehensive services for all relevant brands and models in the German market. MeinAuto Group is headquartered in Oberhaching near Munich, employs around 380 people and achieved revenues of more than €200 million in 2020. For more information please visit www.meinauto-group.com.
This release constitutes neither an offer to sell nor a solicitation to buy shares of the Company. A public offer in Germany will be made solely on the basis of a securities prospectus which is yet to be published. An investment decision regarding shares of the Company should only be made on the basis of such securities prospectus. The securities prospectus 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 IPO website of MeinAuto Group AG (www.meinauto-group.com).
In any EEA Member State, other than Germany, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129.
This release may in the United Kingdom only be distributed to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
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" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such 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 (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a
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 shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels. In connection with the placement of the shares in the Company, BofA Securities Europe SA, acting for the account of the underwriters, will act as stabilization manager (the "Stabilization Manager") and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052) of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company's shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be May 12, 2021, end ending no later than 30 calendar days thereafter (the "Stabilization Period"). Stabilization transactions may result in a market price that is higher than would otherwise prevail. The Stabilization Manager is, however, under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur, and it may cease at any time. Stabilization measures may be undertaken at the following trading venues: Frankfurt Stock Exchange, Xetra, BATS Europe, Berlin Stock Exchange, Chi-X Exchange, Dusseldorf Stock Exchange, Equiduct MTF, Eurocac Stock Exchange, Hamburg Stock Exchange, Hanover Stock Exchange, IBIS, Munich Stock Exchange, Stuttgart Stock Exchange, Turquoise MTF, VirtX Exchange. In connection with such stabilization measures, investors may be allocated additional shares of the Company of up to 15% of the new shares and existing shares sold in the offering (the "Over-Allotment Shares"). The selling shareholder has granted the Stabilization Manager, acting for the account of the underwriters, an option to acquire up to 3,361,875 shares of the Company at the offer price, less agreed commissions (the "Greenshoe Option"). To the extent Over-Allotment Shares were allocated to investors in the offering, the Stabilization Manager, acting for the account of the underwriters, is entitled to exercise this option during the Stabilization Period, even if such exercise follows any sale of shares by the Stabilization Manager which the Stabilization Manager had previously acquired as part of stabilization measures (so-called refreshing the shoe).
This release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements. Moreover, it should be noted that all forward looking statements only speak as of the date of this release and that neither the Company nor BofA Securities Europe SA, Jefferies International Limited, Jefferies GmbH, Barclays Bank Ireland PLC, Citigroup Global Markets Europe AG and UniCredit Bank AG (together, the "Underwriters") or their respective affiliates as defined under Rule 501(b) of Regulation D under the Securities Act ("affiliates") assume any obligation, except as required by law, to update any forward looking statement or to conform any such statement to actual events or developments.
Each of the Company and the Underwriters and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this release, whether as a result of new information, future developments or otherwise.
Certain sources of market data included in this release were prepared before the renewed outbreak of the COVID-19 pandemic and have not been updated for the potential effects of the ensuing developments. The Company and the Underwriters are not able to determine whether the third parties who have prepared such sources will revise their estimates and projections due to the potential further impact of COVID-19 on future market developments.
The Underwriters are acting exclusively for the Company and the selling shareholder and no-one else in connection with the planned offering of shares of the Company (the "Offering"). They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the selling shareholder 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 Offering, the Underwriters and their respective affiliates may take up a portion of the shares offered in the Offering 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 the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the international offering memorandum, once published, to the shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Underwriters and their respective affiliates acting in such capacity. 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
None of the Underwriters or any of their respective affiliates or any of their or any of their affiliates' 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 the Company or its subsidiaries, 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.
03.05.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
MeinAuto Group AG
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