NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
IPO of STS Group AG: Offer price per share at at EUR 24
Hallbergmoos/Munich, 29 May 2018. STS Group AG (ISIN: DE000A1TNU68) has today set the offer price at EUR 24 per share, together with the sole shareholder Mutares AG, which is selling shares, and in consultation with the IPO syndicate banks. Against the background of the challenging market environment on today's price fixing the issuance of the offered shares is thus slightly below the original price range of EUR 26 to EUR 32 per share.
In total, 2,300,000 STS Group AG shares were placed. Of this amount, 1,000,000 shares came from a capital increase against cash contributions and a further 1,000,000 shares from the portfolio of Mutares AG. In addition, 300,000 shares were issued from the holdings of Mutares AG in connection with a surplus allocation. Based on the final offer price, the total placement volume is approximately EUR 55 million. Of this amount, STS Group AG received EUR 24 million gross. Despite the slightly lower issue proceeds due to the final offer price, STS Group AG is still planning to use the proceeds from the IPO as described in the securities prospectus. I addition, the ownership structure after the IPO remains unaffected by the final offer price adjusted to today's market conditions. Free float stands at 38 % of the share capital, assuming that the greenshoe option is exercised in full. Mutares AG will continue to hold the remaining 62 % of outstanding shares as strategic majority shareholder. A 12-month lock-up period from the day of the first listing applies to both STS Group AG and Mutares AG.
STS Group AG shares are expected to be traded on the regulated market (Prime Standard) of the Frankfurt Stock Exchange from 1 June 2018 (ticker symbol SF3, GSIN A1TNU6, ISIN DE000A1TNU68).
The IPO was accompanied by Hauck & Aufhäuser Privatbankiers Aktiengesellschaft as sole global coordinator and MAINFIRST BANK AG as joint bookrunner.
STS GROUP AG
Investor Relations und Ansprechpartner Wirtschaftspresse
CROSS ALLIANCE communication GmbH
Tel.: +49 (0)89 89827227
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of STS Group AG (the "Company") in the United States, Australia, Canada or any other jurisdiction in which such offer or solicitation is unlawful. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions. The Securities of the Company 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 Securities of the Company have not been, and will not be, registered under the Securities Act. There will be no public offering of the securities in the United States. Any sale in the United States of the Securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A or another exemption under the Securities Act.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of STS Group AG. The offer is being made solely by means of, and on the basis of, the published securities prospectus (including any amendments thereto, if any). An investment decision regarding the publicly offered securities of STS Group AG should only be made on the basis of the securities prospectus. The securities prospectus has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) and is available free of charge from STS Group AG, Zeppelinstrasse 4, 85399 Hallbergmoos, Germany, or on the STS Group AG website.
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) through (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 connection with the placement of the offer shares Hauck & Aufhäuser Privatbankiers Aktiengesellschaft will act as the stabilization manager (the "Stabilization Manager") and may, as Stabilization Manager, and acting in accordance with legal requirements (Article 5 para. 4 and 5 of the Market Abuse Regulation (EU) No 596/2014 in conjunction with Articles 5 through 8 of the Commission Delegated Regulation (EU) 2016/1052), make over-allotments and take stabilization measures to support the market price of the Company's shares and thereby counteract any selling pressure. The Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and may cease at any time. Such measures may be taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the date when trading in the shares of the Company is commenced on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and must be terminated no later than 30 calendar days after this date (the "Stabilization Period"). Stabilization transactions aim at supporting the market price of the Company's shares during the Stabilization Period. These measures may result in the market price of the Company's shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.
29-May-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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