CBR Service GmbH
CBR SETS PRICE RANGE AT EUR 14 TO EUR 18 PER SHARE
CBR Fashion Holding AG / Key word(s): IPO NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. CBR SETS PRICE RANGE AT EUR 14 TO EUR 18 PER SHARE – Subscription period begins 23 June 2015 and expected to end on 1 July 2015 – First day of trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange planned for 2 July 2015 – Total offering of up to 19,402,380 shares, including 2,116,666 shares to cover potential over-allotments – Total offer volume of approximately EUR 282 million at the mid-point of the price range, assuming full exercise of the over-allotment option – Company intends to use the net proceeds for a partial repayment of the existing financing and the payment of fees relating to the new financing Celle, 22 June 2015 – CBR Fashion Holding AG (“CBR”) and the company’s current owner EQT, after consultation with Deutsche Bank and Goldman Sachs International as Joint Global Coordinators and Joint Bookrunners, have set the price range for the planned initial public offering (“IPO”) of CBR at EUR 14 to EUR 18 per share. The final offer price will be determined based on a book building process. Trading in CBR shares under the German Securities Code (WKN) CBR111 and ISIN DE000CBR1111 is planned to commence on the regulated market segment (Prime Standard) of the Frankfurt Stock Exchange on 2 July 2015. The offering consists of up to of 19,402,380 shares, comprising 14,285,714 newly issued shares from a capital increase, 3,000,000 shares from the holdings of EQT, and additional 2,116,666 shares from the holdings of EQT to cover potential over-allotments. The number of new shares CBR will issue and sell pursuant to the offering will be determined based on the offer price, in order to provide CBR with gross proceeds of approximately EUR 200 million. As a result, CBR would be offering 11,111,111 new shares (or 44.4% of the existing share capital) at the high end of the price range, 12,500,000 new shares (or 50.0% of the existing share capital) at the mid-point of the price range and 14,285,714 new shares (or 57.1% of the existing share capital) at the low end of the price range. At the mid of the price range, CBR will have a free float of 47% of its share capital upon completion of the offering (including the over-allotment). In this case, EQT will retain a stake of approximately 53% of the share capital after closing of the transaction (or approximately 59% if the over-allotment option is not exercised).
The offering will commence on 23 June 2015 and is expected to end on 1 July 2015, (i) at 12:00 noon (Central European Summer Time) for retail investors and (ii) at 14:00 (Central European Summer Time) for institutional investors. The offering consists of initial public offerings in Germany and Luxembourg and private placements in certain jurisdictions outside of Germany and Luxembourg. In the United States, the company’s shares will be offered and sold only to qualified institutional buyers as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”). Outside the United States, the company’s shares will be offered and sold only in offshore transactions in reliance on Regulation S under the Securities Act. Retail investors may submit purchase orders under the public offering in Germany and Luxembourg during the offer period at the branch offices of the Underwriters. The CBR prospectus has been approved by the German Federal Financial Supervisory Authority (BaFin) and contains detailed information on the offering. The prospectus is now available in the Investor Relations section of CBR’s company website at http://ir.cbr.de. Deutsche Bank and Goldman Sachs International have been mandated as Joint Global Coordinators and Joint Bookrunners. BNP Paribas, UBS Investment Bank and UniCredit Bank AG act as additional Joint Bookrunners. IKB Deutsche Industriebank and Banca IMI act as Co-Lead Managers. About CBR Fashion Group Press contact Alexander Styles
Disclaimer These materials may not be published, distributed or transmitted, directly or indirectly, in or into 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 of CBR Fashion Holding AG (the “Company”) in the United States, Germany or any other jurisdiction. The securities of the Company 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”). The securities of the Company have not been, and will not be, registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Any offer will be made solely by means of, and on the basis of, a securities prospectus which is published on the Company’s website. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of such securities prospectus that may be obtained from the Company and that contains detailed information about the Company and management, as well as financial statements. The securities prospectus has been approved by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and is available free of charge from CBR Fashion Holding AG, Hunäusstraße 5, 29227 Celle, Germany, or on the Company’s website. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, the Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Managers (all banks together, the “Underwriters”), and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. This announcement does not constitute a recommendation concerning the potential offering of securities described in this announcement (the “Offering”). Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned. The Underwriters are acting exclusively for the Company and no-one else in connection with 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 for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any other matter referred to herein. In connection with the Offering, the Underwriters and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and may otherwise deal for their own accounts. Accordingly, references in the Prospectus to the securities being issued should be read as including any issue or offer to the Underwriters and any of their affiliates acting as investors for their own accounts. In addition certain of the Underwriters or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of the Company’s shares. The Underwriters do not intend to disclose the extent of any such investment or transactions otherwise 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 announcement (or whether any information has been omitted from the announcement) or, with limited exception, other information relating to the Company, its subsidiaries or associated companies, 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 announcement or its contents or otherwise arising in connection therewith. 2015-06-22 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. Media archive at www.dgap-medientreff.de and www.dgap.de |
370785 2015-06-22 |