Ad-hoc Disclosure acc. to Art. 17 MAR: United Internet and Warburg Pincus announce price range and offer structure for Initial Public Offering of IONOS Group SE
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.
January 27, 2023
Ad-hoc Disclosure acc. to Art. 17 MAR
United Internet and Warburg Pincus announce price range and offer structure for Initial Public Offering of IONOS Group SE
Montabaur, January 27, 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), have set the framework for the envisaged initial public offering (“IPO”) of IONOS Group SE (together with its subsidiaries “IONOS”) and the admission to trading of its shares to the regulated market of the Frankfurt Stock Exchange (Prime Standard).
The price range for the IONOS shares has been set at EUR 18.50 to EUR 22.50 per share.
The offering is expected to consist of public offering in Germany and private placements in certain jurisdictions outside of Germany. United Internet and Warburg Pincus are each offering 15% of their respective holdings, translating into 15,771,000 ordinary registered shares with no par value from the holdings of United Internet AG and 5,229,000 ordinary registered shares with no par value from the holdings of Warburg Pincus (“Base Shares”). Up to 3,150,000 additional existing ordinary registered shares with no par value from the holdings of United Internet and WP XII may be offered to cover potential over-allotments (together with the Base Shares, the “Offer Shares”). The free float following the IPO, assuming placement of all Offer Shares, would be 17.3%. Depending on the final offer price and assuming placement of all Offer Shares, United Internet would receive gross proceeds of between EUR 336 million and EUR 408 million, while the total proceeds from the IPO are expected to be between EUR 447 million and EUR 543 million. The final offer price and allocation of the Offer Shares will be determined at the end of the bookbuilding process.
Subject to the approval of the prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”), the offer period, during which purchase orders can be submitted, is expected to commence on January 30, 2023, and end on February 7, 2023. The first day of trading for IONOS Group SE’s shares is expected on February 8, 2023. The commencement of the public offering in Germany is subject to the approval of the prospectus by BaFin and its publication, which is expected today.
Following the approval by BaFin, the prospectus and additional information will be published on IONOS Group SE’s website at www.ionos-group.com.
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.