Ad-hoc Disclosure acc. to Art. 17 MAR: Final offer price for IPO of IONOS Group SE set at EUR 18.50 per share
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.
February 7, 2023
Ad-hoc Disclosure acc. to Art. 17 MAR
Final offer price for IPO of IONOS Group SE set at EUR 18.50 per share
Montabaur, February 7, 2023.
United Internet AG (“United Internet”) and WP XII Venture Holdings II SCSp (“WP XII”), an affiliate of Warburg Pincus (together “Warburg Pincus”), the shareholders of IONOS Group SE (75.1% and 24.9%, respectively), today announced the final offer price for the shares in IONOS Group SE (together with its subsidiaries “IONOS” or the “Company”), at EUR 18.50 per share.
24,150,000 shares from the holdings of United Internet and Warburg Pincus are being placed with investors, consisting of 15,771,000 ordinary registered shares with no par value from the holdings of United Internet AG, 5,229,000 ordinary registered shares with no par value from the holdings of Warburg Pincus and 3,150,000 additional ordinary registered shares with no par value from an over-allotment in connection with the greenshoe option from the holdings of United Internet and WP XII.
Assuming full exercise of the greenshoe option United Internet will receive gross proceeds of c. EUR 336 million, while the total proceeds from the IPO will be c. EUR 447 million at the final offer price. The expected free float, assuming full exercise of the greenshoe option, amounts to 17.3%. Upon completion of the offering and assuming full exercise of the greenshoe option, United Internet will hold c. 62.1% and WP XII will hold c. 20.6% of the shares in the Company respectively.
IONOS Group SE’s shares will be trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) under the ISIN: DE000A3E00M1, WKN: A3E00M and Ticker Symbol: IOS from February 8, 2023.
This announcement constitutes neither an offer to sell nor a solicitation to buy any securities. The public offer in Germany will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the offered securities of IONOS Group SE should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and will be available free of charge from IONOS Group SE, Elgendorfer Str. 57, 56410 Montabaur, Germany, during regular business hours, or on the IONOS Group SE website www.ionos-group.com/investor-relations/ipo.html.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America, including its territories and possessions, any state of the United States and the District of Columbia (the "United States"), Australia, Canada, South Africa, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The information in this announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares in United Internet AG or IONOS Group SE in any jurisdiction. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States absent exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
Subject to certain exceptions under applicable law, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan.
This announcement may contain forward-looking statements which reflect United Internet AG’s current view on future events and financial and operational development. Words such as "intend", "expect", "anticipate", "may", "believe", "plan", "estimate" and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or developments and the actual outcome could differ materially from the forward-looking statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. United Internet AG disclaims any obligation to update any such forward-looking statements.