ABOUT YOU Holding SE
ABOUT YOU Holding AG: ABOUT YOU sets final offer price at €23.00 per share

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.

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

ABOUT YOU sets final offer price at €23.00 per share

Hamburg, 14 June 2021 – ABOUT YOU Holding AG (“ABOUT YOU”) has set the final offer for its private placement (the “Private Placement”) at €23.00 per share. Based on this offer price, the total offer size, including over-allotments, amounts to 36,607,145 shares and approximately €842 million, and brings ABOUT YOU’s total market capitalization to €3.92 billion. Upon completion of the offering, the expected free float of new shareholders (net of treasury shares) will amount to 21.0%, assuming full exercise of the Greenshoe option.

The Company has raised gross proceeds of around €657 million from the Private Placement of 28,571,429 newly issued ordinary bearer shares. In addition, 3,260,871 ordinary bearer shares were sold by management. Furthermore, GFH (Gesellschaft für Handelsbeteiligungen mbH), SevenVentures GmbH, GMPVC German Media Pool GmbH and Fashion Media Pool GmbH provided an option for up to 4,774,845 ordinary bearer shares to cover over-allotments (Greenshoe option).

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.

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These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan.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. The securities have already been sold as part of a private placement. 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 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 Private Placement. They will not regard any other person as their respective clients in relation to the 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 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 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 4,774,845 shares of the Company (the “Sharers”) to the Underwriters. 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.