DGAP-News: Springer Nature sets IPO price range of EUR10.50 to EUR14.50 per share
DGAP-News: Springer Nature AG & Co. KGaA / Key word(s): IPO
Springer Nature sets IPO price range of EUR10.50 to EUR14.50 per share
25.04.2018 / 21:35
The issuer is solely responsible for the content of this announcement.
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Springer Nature sets IPO price range of EUR10.50 to EUR14.50 per share
Total volume of up to EUR1.6 billion, if over-allotments are made in full
Targeted primary gross proceeds of approximately EUR1.2 billion, up to 112,999,554 new shares
Secondary offering consisting of an upsize option of up to 18,983,925 existing shares from the holdings of an entity controlled by funds advised by BC Partners, potential over-allotments of up to 13,198,347 additional existing shares
Holtzbrinck Publishing Group to acquire shares equivalent to EUR100 million in the course of the offering
Expected free float of up to 44.8%
Trading on the Frankfurt Stock Exchange expected to start on May 9, 2018
Berlin, 25 April 2018
Springer Nature AG & Co. KGaA ("Springer Nature") together with its shareholders, i.e, entities controlled by Holtzbrinck Publishing Group (HPG) and funds advised by BC Partners (BC Partners), has defined the terms and conditions of the planned initial public offering (IPO) and subsequent listing on the Prime Standard of the Frankfurt Stock Exchange. The price range for the offered shares has been set between EUR10.50 and EUR14.50 per share. The offer period will begin on April 26, 2018, and is expected to end on May 8, 2018. The period during which investors can place orders via the subscription functionality of the Frankfurt Stock Exchange will commence on April 27, 2018 and end on May 8, 2018. Trading in the shares is expected to commence on May 9, 2018.
"We are now entering the most decisive phase of our IPO. We have had excellent investor feedback over the past weeks and this gives us confidence for the final push. The financial flexibility that the IPO will afford us, will allow us to create even more opportunities to develop products and services that the research, education and professional communities we work with need to further advance discovery and learning" said Daniel Ropers, CEO of Springer Nature.
Capital increase with targeted gross proceeds of approximately EUR1.2 billion
Depending on the final offer price, up to 145,181,826 shares will be placed in total. The IPO's total offering volume could amount to up to EUR1.6 billion if over-allotments are made in full. The free-float is expected to be between 27.6% and 44.8% of Springer Nature's post-IPO share capital.
The offer consists of three components: (I) Springer Nature will issue between 81,827,263 and 112,999,554 new shares to generate primary gross proceeds of approximately EUR1.2 billion for the company. (II) In case of strong demand, BC Partners may place up to 18,983,925 of its existing shares (upsize option). The decision on the upsize option will be taken on the day of the pricing. (III) Up to 13,198,347 existing shares from BC Partner's holdings may be placed to cover potential over-allotments, while the number of such shares will not exceed 10% of newly issued shares and existing shares actually placed in the IPO.
HPG has agreed to acquire shares equivalent to EUR100 million in the course of the IPO, the number of shares depending on the offer price.
Primary proceeds to reduce debt
The proceeds of the IPO will enable Springer Nature to improve its financial flexibility. Springer Nature intends to use the entire primary proceeds to reduce the net leverage ratio to approximately 3.5x 2017 adjusted EBITDA.
The decisions on the offer price, the exact number of shares to be placed and the upsize option is expected to be taken on May 8, 2018. Trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) under the securities identification number (WKN) SPG100 and the international securities identification number (ISIN) DE000SPG1003 is scheduled to start on May 9, 2018.
The prospectus is available for download from the company's website: ir.springernature.com.
J.P. Morgan and Morgan Stanley are acting as Joint Global Coordinators and Joint Bookrunners. BofA Merrill Lynch, BNP Paribas, Credit Suisse, Goldman Sachs International and Société Générale have been mandated as Joint Bookrunners. Lilja & Co. is acting as the independent adviser to the shareholders and Springer Nature.
Press contact:
Joyce Lorigan, EVP Communications
London
+44 20 7843 3640
joyce.lorigan@springernature.com
Kerstin Mork, Corporate Communications
Berlin
+49 30 827 87 5110
kerstin.mork@springernature.com
Contact (investors):
Thomas Geisselhart, EVP Corporate Finance and Investor Relations
Berlin
+49 30 827 87 5415
ir@springernature.com
About Springer Nature
Springer Nature is a leading research, educational and professional publisher, providing quality content to our communities through a range of innovative platforms, products and services. Every day, around the globe, our imprints, books, journals and resources reach millions of people - helping researchers, students, teachers and professionals to discover, learn and achieve more. Through our family of brands, we aim to serve and support the research, education and professional communities by putting them at the heart of all we do, delivering the highest possible standards in content and technology, and helping shape the future of publishing for their benefit and for society overall.
Visit: www.springernature.com/group and Follow @SpringerNature.
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Disclosure in accordance with Articles 6(1) and 8 of Commission Delegated Regulation (EU) 2016/1052 regarding potential stabilization measures
In connection with the placement of the shares in Springer Nature AG & Co. KGaA (the "Company"), J.P. Morgan Securities plc, acting for the account of the underwriters, will act as stabilization manager (the "Stabilization Manager") and may, as Stabilization Manager, make overallotments and take stabilization measures 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).
Stabilization measures aim at supporting the market price of the Company's shares during the stabilization period, such period starting on the date the Company's shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be May 9, 2018, and ending no later than 30 calendar days thereafter (the "Stabilization Period"). However, the Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and it may cease at any time. 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. Stabilization measures may be undertaken at the Frankfurt Stock Exchange and Xetra.
In connection with such stabilization measures, investors may, in addition to the new shares and existing shares offered, be allocated up to 13,198,347 shares of the Company (such number not to exceed 10% of the final number of new shares and existing shares actually placed in the IPO) (the "Overallotment Shares"). In addition, Springer Science+Business Media GP Acquisition S.C.A. (the "Selling Shareholder") is expected to grant the underwriters an option to acquire a number of shares in the Company equal to the number of Overallotment Shares at the offer price, less agreed commissions (so-called Greenshoe option). To the extent Overallotment Shares are allocated to investors in the IPO, the Stabilization Manager, acting for the account of the underwriters, is entitled to exercise this option during the Stabilization Period even if such exercise follows any sale of shares by the Stabilization Manager which the Stabilization Manager had previously acquired as part of any stabilization measures (so-called refreshing the shoe).
These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"). The shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of the shares in the United States.
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This document is not a prospectus for the purposes of Directive 2003/71/EC, as amended by Directive 2010/73/EU, (the "Prospectus Directive") and as such does not constitute an offer to sell or the solicitation of an offer to purchase shares of the Company. Investors should not subscribe for any shares referred to in this document except on the basis of the information contained in the prospectus relating to the shares. A prospectus has been published and investors are able to obtain a copy of it from Springer Nature AG & Co. KGaA, Heidelberger Platz 3, 14197 Berlin, Germany, or on the Company's website.
In any EEA Member State other than Germany and Luxembourg that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive.
This communication contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this document or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements.
Each of the Company and the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Joint Bookrunners, some or all of which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for the Company and no-one else in connection with the planned IPO. They will not regard any other person as their respective clients in relation to the planned IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the planned IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the IPO of the Shares, the Joint Bookrunners and any of their affiliates, may take up a portion of the Shares in the IPO as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the IPO or otherwise. Accordingly, references in the prospectus, once published, to the Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their affiliates acting in such capacity. In addition the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their affiliates 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 obligations to do so.
None of the Joint Bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
MiFID II
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU 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 shares have been subject to a product approval process, which has determined that such 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, Distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the 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 IPO.
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 shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
25.04.2018 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de
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