
Not for distribution, directly or indirectly, in or into
Goldman Sachs Bank Europe SE (contact: Philipp Suess; telephone: +49 (0)69 7532 1267) hereby gives notice that the entity undertaking stabilisation (the "Stabilisation Manager" named below and its affiliates) may stabilise the offer of the following securities in accordance with Article 5(4) and (5) of Regulation (EU) No 596/2014 (Market Abuse Regulation) as well as Articles 5 through 7 and applying the principles of Article 8(d) through (f) of Commission Delegated Regulation (EU) 2016/1052. Stabilisation transactions aim at supporting the market price of the Securities during the Stabilisation Period. However, the Stabilisation Manager is under no obligation to take any stabilisation measures. Therefore, Stabilisation may not necessarily occur and it may cease at any time.
The securities: |
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Issuer: |
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Securities: |
Ordinary bearer shares with no par value of the Issuer (ISIN: DE000BCK2223) |
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Base Offer Shares: |
10,640,151 ordinary bearer shares (excluding the over-allotment option) |
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Stabilisation: |
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Stabilisation Manager (and central point within the meaning of Commission Delegated Regulation (EU) 2016/1052): |
Goldman Sachs Bank Europe SE, Taunusanlage 9-10, 60329 Frankfurt am Main, Germany |
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Stabilisation Period: |
Starting on the date |
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Existence, maximum size and conditions of use of over‑allotment facility: |
Up to 1,596,022 ordinary bearer shares The Stabilisation Manager may over‑allot the securities to the extent permitted in accordance with applicable law. |
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Trading venues where stabilisation may be undertaken: |
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Greenshoe option (call option): |
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Maximum size of greenshoe option |
Up to 1,596,022 ordinary bearer shares with no par value |
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Greenshoe option (call option): |
For the purpose of the potential over-allotments, the Stabilization Manager will be provided with up to 1,596,022 over-allotment shares from the holdings of Näder Upside Vermögensverwaltungs GmbH in the form of a securities loan. Näder Upside Vermögensverwaltungs GmbH has granted the Stabilization Manager an option to acquire up to 1,596,022 shares in the Issuer at the offer price, less agreed commissions. The Greenshoe Option may only be exercised during the Stabilization Period and will terminate 30 calendar days after the commencement of trading of the Company's shares. |
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Disclaimer and Other Notices
This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement and the information contained herein, is not an offer of securities for sale in, and is not for transmission to or publication, distribution or release, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities being offered have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made in the United States.
In member states of the European Economic Area ("EEA"), in which the Regulation (EU) 2017/1129 as amended (the "Prospectus Regulation") is in effect other than Germany (the "Relevant Member States"), this announcement is only addressed to persons who are 'qualified investors' within the meaning of Article 2(e) of the Prospectus Regulation ("
This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the
If and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, the UK before the publication of a prospectus in relation to the securities which has been approved by the competent authority in the UK in accordance with Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
Solely for the purpose of the product governance requirements contained within; (a) EU Directive 2014/65/EU of the European Parliament and of the Council of
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 Offer Shares.
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