September 30th, 2015
Scout24 Sets IPO Price at EUR 30 per Share
BERLIN, Germany and MUNICH, Germany
- Total offer volume of approximately EUR 1,159 million, assuming the full exercise of the greenshoe option
- Option was used to increase number of Secondary Shares by 5,000,000
- Trading to begin on 1 October 2015 on the regulated market segment (Prime Standard) of the Frankfurt Stock Exchange
Scout24 AG (“Scout24” or the “Company”), in cooperation with its current shareholders, has set the final offer price for Scout24 shares at EUR 30 per share.
A total of 38,640,000 shares were placed in the context of the offering. Thereof, 7,600,000 shares result from a capital increase, corresponding to EUR 228 million gross proceeds for Scout24. In addition, a total of 26,000,000 secondary shares (including an upsize of 5,000,000 shares in order to satisfy strong investor demand) were placed from Asa HoldCo GmbH (“Asa HoldCo”, which is ultimately owned by funds advised by affiliates of Hellman & Friedman LLC and The Blackstone Group L.P.), Deutsche Telekom AG (“DTAG”) and other current shareholders. The members of the management and supervisory board of Scout24 as well as further invested employees sold only a minority position of their indirect shareholdings and thus continue to hold 3.5 % of the company’s share capital on a look-through basis upon completion of the IPO. In addition, to cover an over-allotment of 5,040,000 shares, such shares were provided from the holdings of Asa HoldCo and DTAG by way of a share loan to the underwriting banks. The underwriters have an option to buy up to a corresponding number of shares from Asa HoldCo and DTAG, instead of returning the borrowed shares (greenshoe option). Following the placement, the shareholder structure is as follows:
Following the placement, the shareholder structure is as follows:
|
|
Without exercise of greenshoe option |
Assuming full exercise of greenshoe option |
||
|
Shareholder |
Shares |
In % |
Shares |
In % |
|
Asa HoldCo GmbH |
52,692,640 |
49.0 |
49,164,640 |
45.7 |
|
Deutsche Telekom AG |
14,553,544 |
13.5 |
13,041,544 |
12.1 |
|
MEP Ord GmbH & Co. KG |
5,715,331 |
5.3 |
5,715,331 |
5.3 |
|
MEP Pref GmbH & Co. KG |
80,919 |
0.1 |
80,919 |
0.1 |
|
German BMEP Ord GmbH & Co. KG |
657,037 |
0.6 |
657,037 |
0.6 |
|
German BMEP Pref GmbH & Co. KG |
15,415 |
0.0 |
15,415 |
0.0 |
|
Scout Lux Management Equity Co S.à r.l. |
285,114 |
0.3 |
285,114 |
0.3 |
|
Free float |
33,600,000 |
31.2 |
38,640,000 |
35.9 |
|
Total |
107,600,000 |
100.0 |
107,600,000 |
100.0 |
At the issue price of 30 EUR, Scout24 has a market capitalisation of EUR 3,228 million, and the total offer volume amounts to approximately EUR 1,159 million, assuming the full exercise of the greenshoe option. This corresponds to a free float of about 35.9%.
“We are very pleased with the great feedback we received from investors. The high level of demand even in the context of an extremely challenging market backdrop demonstrates the attractiveness of our company and reflects confidence in the future growth of Scout24”, Greg Ellis, CEO of Scout24, said. “We are committed to do everything we can to live up to the trust our new investors have placed in us.”
The Company, Asa HoldCo, DTAG, the supervisory board members and former employees of Scout24 have agreed to a lock-up period of six months, starting on the first day of trading. The management board of Scout24 as well as further invested employees have agreed to a lock-up period of twelve months.
The Scout24 shares will be traded on the regulated market (Prime Standard) of the Frankfurt Stock Exchange under the ticker symbol G24 and the ISIN DE000A12DM80 from 1 October 2015.
Disclaimer: 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.
Cautionary note regarding forward-looking statements:
This press release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Scout24 AG. Forward-looking statements shall not be construed as a promise for the materialisation of future results and developments and involve known and unknown risks and uncertainties. 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, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Scout24 AG, and other factors. The Company does not assume any obligations to update any forward-looking statements.
About Scout24
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
Press contact
Susanne Christmann
Communications & Network Consulting AG
Tel.: +49 89 599 458 134
Email: [email protected]
Investor Relations contact
Britta Schmidt
Vice President Investor Relations & Treasury
Tel.: +49 89 44456 3278
Email: [email protected]