GLOBAL FASHION GROUP PLACES 44,000,000 SHARES AT EUR4.50 PER SHARE06/29/2019
DGAP-Ad-hoc: GLOBAL FASHION GROUP PLACES 44,000,000 SHARES AT EUR4.50 PER SHARE
Global Fashion Group S.A. / Key word(s): IPO
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 NOTICE AT THE END OF THIS PUBLICATION.
Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (market abuse regulation - MAR)
GLOBAL FASHION GROUP PLACES 44,000,000 SHARES AT EUR4.50 PER SHARE
Luxembourg, 28 June 2019 - In its initial public offering, Global Fashion Group S.A. ("GFG") places a total of 44,000,000 shares, consisting of 40,000,000 new shares from a capital increase against cash contributions and 4,000,000 existing shares to cover over-allotments. The existing shares were made available by way of a share loan. In case no stabilization measures are undertaken, and the underwriters therefore exercise the option granted to them to acquire a number of shares corresponding to the over-allotment (greenshoe option), GFG will issue additional new shares and receive the proceeds from the over-allotment (primary greenshoe).
The placement price per share was set at EUR4.50 per share. Total gross proceeds amount to EUR180 million if the greenshoe option is not exercised and EUR198 million if the greenshoe option is fully exercised. The gross proceeds, net of commissions and expenses, will solely accrue to GFG.
Kinnevik Internet Lux S.à r.l. and Rocket Internet SE will be allocated shares for EUR60 million and approximately EUR50 million, respectively.
GFG's shares are expected to start trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange under the trading symbol GFG, the securities identification number (WKN) A2PLUG and the international securities identification number (ISIN) LU2010095458 on 2 July 2019, with settlement of the offering planned for 4 July 2019.
This release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. It does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"). The shares have not been offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of shares of Global Fashion Group S.A. (the "Company") in the United States.
This release is not a prospectus for the purposes of Directive 2003/71/EC, as amended (the "Prospectus Directive"), and as such does not constitute an offer to sell, or the solicitation of an offer to purchase, shares of the Company. The offer period for the shares has already ended. Investors may obtain a copy of the prospectus from Global Fashion Group S.A., 5, Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg, or from the Company's website.
This release contains forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. 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. This release only speaks as of its date. Neither the Company nor any other person assumes any obligation to update any forward-looking statements.
In connection with the placement of the shares in the Company, Joh. Berenberg, Gossler & Co. KG, 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 legal requirements (Article 5 para. 4 and 5 of the Market Abuse Regulation (EU) No 596/2014 in conjunction with Articles 5 through 8 of the Commission Delegated Regulation (EU) 2016/1052). Stabilization measures aim at supporting the market price of the Company's shares 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 July 2, 2019, and ending no later than 30 calendar days thereafter (the "Stabilization Period"). However, the Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization measures may not necessarily occur and may cease at any time. These measures may result in the market price of the Company's shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level. In connection with such stabilization measures, investors may, in addition to the newly issued shares, be allocated up to 4,000,000 over-allotment shares (such number not to exceed 15% of the final number of newly issued shares placed in the Offering). In addition, the Company has granted the underwriters an option to acquire a number of shares in the Company equal to the number of over-allotment shares at the final offer price, less agreed commissions (so-called Greenshoe option). To the extent over-allotment shares are allocated to investors in the Offering, the Stabilization Manager, acting for the account of the underwriters, is entitled to exercise this Greenshoe option if such exercise follows a sale of shares by the Stabilization Manager which the Stabilization Manager had previously acquired as part of stabilization measures (so-called refreshing the shoe).
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 guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. 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.
|Company:||Global Fashion Group S.A.|
|Phone:||+352 691 20 56 54|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Luxembourg Stock Exchange|
|EQS News ID:||833333|
|Notierung vorgesehen / Designated to be listed|
|End of Announcement||DGAP News Service|