Steilmann SE
Steilmann SE: Steilmann SE announces IPO terms

Steilmann SE announces IPO terms

– Price range for Steilmann SE shares set at EUR 3.50 to EUR 5.00

– Offer period to start on 13 October 2015 and expected to end on 22 October 2015

– First day of trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is planned for 27 October 2015

– All newly issued shares originate from a capital increase

– Total offering size of EUR 83.1 million at the mid-point of the price range, assuming full exercise of the greenshoe option

– Steilmann SE plans to use the net proceeds for acquisitions, expansion of the distribution network and reduction of debt

Bergkamen, 12 October 2015 – Steilmann SE Group, one of the largest apparel companies in Germany by revenue , has announced the terms of its initial public offering (IPO). The company has set the price range for shares of Steilmann SE at EUR 3.50 to EUR 5.00. The offer period will start on 13 October 2015 and is expected to end on 22 October 2015. The final offer price will be determined on the basis of a bookbuilding process.

The offering consists of a public offering of the offer shares in the Federal Republic of Germany and the Grand Duchy of Luxembourg and private placements in certain jurisdictions outside of Germany, Luxembourg and the United States of America. Outside the United States of America, the shares are offered in accordance with Regulation S of the United States Securities Act of 1933, as amended.

The offering comprises 17,000,000 newly issued ordinary bearer shares and 2,550,000 over-allotment shares.

Assuming the placement of all shares offered and full exercise of the greenshoe option, approximately 49 percent of the company’s post-IPO share capital will be placed. Based on the mid-point of the price range, the total gross proceeds are expected to amount to EUR 83.1 million including full exercise of the greenshoe option and EUR 72.3 million excluding the exercise of the greenshoe option.

The existing shareholder of Steilmann SE will not sell any shares in the company in connection with the IPO. Steilmann SE will raise net proceeds from the sale of new shares amounting to EUR 66 million based on the mid-point of the price range (EUR 75.8 assuming full exercise of the greenshoe option). The company will use the proceeds to fund acquisitions, expansion of the distribution network and reduction of debt. Steilmann SE’s business model covers the entire vertical value chain in the apparel industry, enabling the company to control key processes from design and production to sales in self-operated stores, on its customers’ sales areas as well as online.

Steilmann SE focuses on the so-called ‘Best Ager’ segment of the apparel market, which comprises consumers aged over 45. This market is particularly attractive to Steilmann SE because it exhibits lower fashion risk compared to other market segments as ‘Best Agers’ are less attracted by fleeting trends.

“We are offering interested investors the opportunity to invest in one of the leading vertically integrated apparel companies in Germany, which we believe is well positioned for future growth”, Dr. Michele Puller, CEO of Steilmann SE, says. “We are established in the attractive ‘Best Ager’ market segment, which is expected to continue to gain in importance in the future.”

Upon successful conclusion of the offering, the shares are expected to start trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange on 27 October 2015 under the German Securities Code (WKN) A14KR5 and International Securities Identification Number (ISIN) DE000A14KR50.

The IPO securities prospectus was approved by the German Federal Financial Supervisory Authority (BaFin) on 12 October 2015 and notified to the Luxembourg Financial Sector Supervisory Commission (CSSF) and is available to download on the company’s website at the following link: http://www.steilmann-se.com/

ODDO SEYDLER BANK AG is acting as Global Coordinator and together with Banca IMI as Joint Bookrunner for the IPO.

As part of the public offering, retail investors may submit subscription offers for shares through the subscription functionality of the Frankfurt Stock Exchange in the XETRA electronic trading system for the collection and settlement of subscription offers. Investors who want to submit subscription offers for the shares through the subscription functionality must submit them to their respective depositary bank between 14 October 2015 and 22 October 2015, at 12:00 (Central European Summer Time).

Basic information

Contact:

Reena Dennhardt
Tel.: +49 (0)2389 – 783 165
Email: Dennhardt@Steilmann-SE.com

Monica Giazzi
Tel.: +49 (0)2389-783 110
Email: M.giazzi@Steilmann-SE.com

About Steilmann SE Group

Steilmann SE Group is one of the largest apparel companies in Germany by revenue. The family-owned company headquartered in Bergkamen (North Rhine-Westphalia) covers the entire value chain of the clothing industry, controlling all key processes from design and manufacturing to sales in its stores and those of its customers, as well as e-commerce operations. The company operates in a growing segment of the industry, focusing on the growing Best-Ager segment (45+). The company’s product portfolio consists of its own brands, such as Steilmann, Apanage, Kapalua, and Stones, as well as third-party brand apparel. Steilmann SE comprises the operations of Steilmann-Boecker Group, Steilmann Fashion Group and Apanage Fashion Group, as well as a joint indirect majority stake in Adler Modemärkte AG. The company’s total revenues, including those of Steilmann Fashion Group and Apanage Fashion Group acquired at the end of last year, amounted to approximately EUR 896 million in 2014. In fiscal year 2014, Steilmann Group had over 8,300 employees worldwide, 58 per cent of whom were based in Germany. Its products are sold at more than 1,300 points of sale in 18 countries.

Forward-looking statements

This press release may contain forward-looking statements based on current assumptions and forecasts made by Steilmann SE. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation or development of Steilmann SE and the estimates given here. Steilmann SE assumes no liability to update these forward-looking statements or to revise them in line with future events or developments.

Important notice

This publication does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any securities. No public offer of securities of Steilmann SE is being or will be made to the public outside Germany or Luxembourg. The public offer in Germany and Luxembourg is being made exclusively on the basis of the securities prospectus which has been published in the form approved by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleisungsaufsicht) and notified to the Luxembourg Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier). Any decision to invest in the securities of Steilmann SE should solely be based on the securities prospectus. Copies of the securities prospectus are available free of charge at the offices of Steilmann SE (Industriestraße 42, 59192 Bergkamen, Germany) as well as on the website of Steilmann SE (http://www.steilmann-se.com/).

Neither this publication nor any copy of it may be made or transmitted into the United States (including its territories or possessions, any state of the United States of America and the District of Columbia) (the “United States”), or distributed, directly or indirectly, in the United States. The material set forth herein is for informational purposes only and does not constitute an offer of securities for sale in the United States or any other jurisdiction in which such an offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. No public offering of securities will be made in the United States.

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”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (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.