BankM AG
BankM – Repräsentanz der flatex Bank AG: Notification of Stabilisation Measures in accordance with Article 5 (4) (b) and (5) of Reg. (EU) No 596/2014 on market abuse; Article 6 (2) of the Com. Delegated Reg. (EU) 2016/1052 on regulatory technical standards applicable to stabilisation measures
DGAP-News: BankM – Repräsentanz der flatex Bank AG / Key word(s): Miscellaneous 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 DISTRI-BUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE NOTIFICATION.
Notification of Stabilization Measures in accordance with Article 5 (4) and (6) of Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (“Market Abuse Regulation”) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC and in accordance with Article 6 (1) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016. As already announced in the approved securities prospectus, flatex Bank AG, via its representative BankM, Frankfurt am Main (“flatex Bank – BankM ” or the “Stabilization Manager“), in connection with the initial public offering of Frequentis AG, Vienna, Austria (the “Company”), acts as Stabilization Manager and Central Point pursuant to Article 6 paragraph 5 of the Commission Delegate Regulation (EU) 2016/1052 of 8 March 2016 and will have the right, in the time period beginning and including May 14, 2019 through and including June 12, 2019 (the “Stabilization Period“), with regard to the Company’s shares, which are expected to be admitted to trading on the regulated market of the Frankfurt Stock Exchange (General Standard) and on the Vienna Stock Exchange (prime market) on May 13 2019 (ISIN: ATFREQUENT09; WKN: A2PHG5), in the scope admissible under Article 5 (4) of the Market Abuse Regulation, to make Over-Allotments or carry out Stabilization Measures on behalf and for the account of individual underwriters (the “Stabilization Measures“). Stabilization Measures are intended to provide support for the stock exchange or market price of the Company’s securities during the Stabilization Period if the securities come under selling pressure, thus alleviating sales pressure generated by short-term investors and maintaining an orderly market in those securities. Stabilization Measures may cause the stock exchange or market price of the shares to be higher than it would otherwise have been. In addition, the stock exchange or market price may temporarily be at a level that is not sustainable. In addition, stabilisation activities may give false or misleading signals regarding the supply of the securities. The Stabilization Manager may carry out Stabilization Measures only at the regulated market of the Frankfurt Stock Exchange. The Stabilization Manager is not required to carry out Stabilization Measures. Therefore, no assurance can be provided that Stabilization Measures will be carried out. As a result, Stabilization Measures may not necessarily be carried out and any Stabilization Measures may cease at any time without advance notice. In any Stabilization Measures that may be carried out, and to the extent permitted by law, up to 400,000 additional shares may be alloted to investors as part of the offering in addition to the initial offer of shares in the Company (the “Over-Allotment“). In connection with a potential Over-Allotment, the Stabilization Manager, acting on behalf and for the account of the underwriters, was provided with up to 400,000 shares from the holdings of an existing shareholder by way of a securities loan granted free of charge, and this number of shares is less than 15% of the initial offering. In this context, with the sole purpose of covering potential Over-Allotments, the existing majority owner has granted the Stabilization Manager on behalf and for the account of the underwriters an option to acquire up to 400,000 shares from his shareholding (the “Greenshoe Shares“) at the offer price less agreed commissions, thus satisfying the retransfer obligation under the securities loan (the “Greenshoe Option“). The Stabilization Manager may exercise the Greenshoe Option on behalf and for the account of the underwriters. The Greenshoe Option will expire 30 calendar days after stock exchange trading in the shares commences and may only be exercised to the extent shares have been placed by way of Over-Allotment. During the Stabilization Period, the Stabilization Manager ensures adequate public disclosure of the details of any Stabilization Measures by the end of the seventh day of trading following the date on which Stabilization Measures were carried out. The Stabilization Manager will also ensure that any exercise of the Greenshoe Option will be disclosed to the public promptly, together with all appropriate details. Within one week of the end of the Stabilization Period, adequate public disclosure of the following information will be made: whether or not Stabilization Measures were carried out; the dates on which any price Stabilization Measures started and ended; the date on which Stabilization Measures last occurred; the price range within which Stabilization Measures were carried out (for each date of a Stabilization Measure); and the trading venues on which Stabilization Measures (if any) were carried out.
This publication serves marketing purposes and constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities. Any such offer is being made solely on the basis of the securities prospectus published as approved by the Finanzmarktaufsichtsbehörde (FMA). The information legally required to be provided to investors is contained only in the securities prospectus. An investment decision with respect to the publicly offered securities of the issuer should be made solely on the basis the securities prospectus. The securities prospectus dated 26 April 2019 is available free of charge on the internet at the website of the issuer www.frequentis.com/IR and during normal business hours at the issuer. The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any State of the United States of America or of the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933, as amended (“Securities Act”)) or publications with a general circulation in the United States of America. This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities in the United States of America. The securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act. The issuer does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the securities in the United States of America. No prospectus has been or will be approved for publication in the United Kingdom in respect of the securities to which this publication relates. Consequently, this publication is being distributed only to, and is directed only at, Qualified Investors (as defined below) who (i) are 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”), (ii) are high net worth entities falling within Articles 49(a) to (d) of the Order, or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Furthermore, this publication is only addressed to and directed at persons in member states of the European Economic Area (other than in Germany or Austria) who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended) (“Qualified Investors”). Any investment or investment activity to which this publication relates is only available to and will only be engaged in with (i) in the United Kingdom, relevant persons who are also Qualified Investors, and (ii) in any other member state of the European Economic Area (other than in Germany or Austria), Qualified Investors. Any other persons who receive this publication in the European Economic Area (other than in Germany or Austria) should not rely on or act upon it. This publication is not an offer of securities for sale in Canada, Japan or Australia.
08.05.2019 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |