This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful.
Deutsche Telekom AG, German BMEP Ord GmbH & Co. KG and MEP Ord GmbH & Co. KG intend to sell up to approximately 10.3 million shares in Scout24 AG
Deutsche Telekom AG, advised by Deutsche Telekom Capital Partners Management GmbH, announces that it intends to sell in the market a total of up to approximately 10.0 million shares in Scout24 AG ("Scout24"), representing Deutsche Telekom AG's entire direct stake in Scout 24 and representing approximately 9.3% of Scout24's share capital, by way of an accelerated bookbuilding process to institutional investors (the "Placing") via Barclays Bank PLC (as Sole Global Coordinator and Joint Bookrunner) and Morgan Stanley & Co. International plc (as Joint Bookrunner).
Together with Deutsche Telekom AG, and as part of the Placing, German BMEP Ord GmbH & Co. KG and MEP Ord GmbH & Co. KG, the holding companies of, among others, certain members of the Scout24 supervisory board and Scout24 management, intend to place a total of 0.3 million shares in the Placing representing approximately 0.3% of Scout24's share capital. Greg Ellis (CEO) and Christian Gisy (CFO) will not sell any shares of their existing holding in Scout24 in the Placing.
Willis Lux Holdings 2 S.à r.l. in liquidation, Luxembourg, the holding company ultimately owned by funds advised by affiliates of Hellman & Friedman LLC, will not sell any shares in the Placing.
Each of Willis Lux Holdings 2 S.à r.l. in liquidation, Deutsche Telekom AG, German BMEP Ord GmbH & Co. KG and MEP Ord GmbH & Co. KG has agreed to a 60 day lock-up in respect of any remaining shareholding in Scout24 (subject to customary exceptions).
Bookbuilding will start immediately. This press release does not constitute an offer to sell, and the accelerated book-built offering of Scout24's shares by Deutsche Telekom AG, German BMEP Ord GmbH & Co. KG and MEP Ord GmbH & Co. KG does not constitute a public offering.
Scout24 operates leading digital classifieds platforms in Germany and other selected European countries. The main operations under the umbrella brand Scout24 are the digital marketplaces ImmobilienScout24 and AutoScout24. ImmobilienScout24 is the leading digital real estate classifieds platform in Germany, based on consumer traffic and time spent as well as customer numbers and listings. AutoScout24 is a leading automotive digital classifieds platform in Europe, in terms of unique monthly visitors and listings. Scout24's digital marketplaces are empowering people to realise their property and car-owning dreams simply, efficiently and stress-free. Further information is available at www.scout24.com.
About Deutsche Telekom
Deutsche Telekom is one of the world's leading integrated telecommunications companies with more than 165 million mobile customers, more than 28 million fixed-network lines and more than 18 million broadband lines (as of December 31, 2016). The Group provides fixed-network/broadband, mobile communications, Internet and Internet-based TV products and services for consumers, and ICT solutions for business customers and corporate customers. Deutsche Telekom is present in more than 50 countries and has around 218,300 employees worldwide. The Group generated revenues of EUR 73.1 billion in the 2016 financial year - around 66 percent of it outside Germany.
About Deutsche Telekom Capital Partners
Deutsche Telekom Capital Partners is Deutsche Telekom's investment management group with $1.5 billion assets under management and advisory, and a portfolio of over 70 companies. The group is dedicated to providing venture capital, private equity, and advisory services to the technology, media and telecommunication sectors. It operates and invests in the US, Israel and Europe. To learn more about DTCP, visit www.telekom-capital.com or @TelekomCapital on Twitter.
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Germany, Australia, Canada, Japan, or any other jurisdiction.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The shares of Scout24 referred to in this announcement 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 shares of Scout24 have not been, and will not be, registered under the Securities Act, and there will no public offering of the shares of Scout24, or any other securities, in the United States.
This communication is not being made, and this communication has not been approved by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, this communication is not being distributed to and must not be passed on to the general public in the United Kingdom or to persons in the United Kingdom, save in circumstances where Section 21(1) of the FSMA does not apply. 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.
In member states of the European Economic Area (EEA) which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
The Joint Bookrunners are acting exclusively for Deutsche Telekom AG, German BMEP Ord GmbH & Co. KG and MEP Ord GmbH & Co. KG and no-one else. They will not regard any other person as their respective clients and will not be responsible to anyone other than Deutsche Telekom AG, German BMEP Ord GmbH & Co. KG and MEP Ord GmbH & Co. KG for providing the protections afforded to their respective clients, nor will they be responsible for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Each of Barclays Bank PLC and Morgan Stanley & Co. International plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.
The Joint Bookrunners and any of their respective affiliates acting as an investor for its own account may participate in the Placing on a proprietary basis and in that capacity may retain, purchase or sell for their own account such securities referred to herein. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Forward-looking statements and projections
Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future.
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