• 08 Oct 25
 

Goldman Sachs BnkEur - Pre-Stabilisation Notice: Ottobock SE & Co. KGaA



RNS Number : 5543C
Goldman Sachs Bank Europe SE
08 October 2025
 

Not for distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or any jurisdiction in which such distribution would be unlawful.

Ottobock SE & Co. KGaA Pre-stabilisation Notice in accordance with Articles 6(1) of Commission Delegated Regulation (EU) 2016/1052

                                                                                                                        08 October 2025

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:

Issuer:

Ottobock SE & Co. KGaA

Securities:

Ordinary bearer shares with no par value of the Issuer (ISIN: DE000BCK2223)

Base Offer Shares:

10,640,151 ordinary bearer shares (excluding the over-allotment option)

Stabilisation:

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

Stabilisation Period:

Starting on the date Ottobock SE & Co. KGaA's shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be 09 October 2025, and ending no later than 30 calendar days thereafter

Existence, maximum size and conditions of use of overallotment facility:

Up to 1,596,022 ordinary bearer shares

The Stabilisation Manager may overallot the securities to the extent permitted in accordance with applicable law.

Trading venues where stabilisation may be undertaken:

Frankfurt Stock Exchange, Xetra, BATS Europe, Chi-X Exchange, Munich Stock Exchange, Stuttgart Stock Exchange, Turquoise MTF

Greenshoe option (call option):

 

Maximum size of greenshoe option

Up to 1,596,022 ordinary bearer shares with no par value

 

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.

 

 

 

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 ("Qualified Investors"). It is assumed that each person in the Relevant Member States who acquires or is offered securities as part of an offering (an "Investor") has represented and agreed that such person is a Qualified Investor; that securities purchased by such person as part of the offering are not being purchased for any person in the EEA other than a Qualified Investor or persons in Germany or another Relevant Member State with comparable legal provisions, with respect to whom the Investor may make decisions at its own discretion; and that the securities would not be purchased for offer or re-sale in the EEA, if this would lead to the Issuer or any of its affiliates being required to publish a prospectus under Article 3 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 Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom.

 

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 European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), this announcement and the offer are only addressed to and directed at persons in the UK who are qualified investors within the meaning of the UK Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in the UK.

 

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 15 May 2014 on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offer Shares have been subject to a product approval process, which has determined that the Offer Shares are; (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, the price of the Offer Shares may decline and investors could lose all or part of their investment; the Offer Shares offer no guaranteed income and no capital protection; and an investment in the Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.

 

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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