This press release is available only in German.
Publication of inside information in accordance with Article 17 MAR
- Seeks IPO in the Scale segment of the Frankfurt Stock Exchange
- Capital increase of up to 2 million new shares to finance growth; secondary placement exclusively within the greenshoe option
- Price range set at 18.75 Euro to 22.75 Euro per share
- Subscription period from June 21, 2017 to June 27, 2017
- Sustainable lock-up for existing shareholders
Eschborn, 19 June 2017, 08:49 CET/CEST – Today, Noratis AG, a portfolio developer of residential real estate, announced the offer details for its planned IPO in the Scale segment of the Frankfurt Stock Exchange Open Market. The offer consists of an initial public offering in the Federal Republic of Germany and a private placement to qualified investors in certain jurisdictions outside the Federal Republic of Germany and outside the United States of America under Regulation S of the U.S. Securities Act of 1933, as amended. The basis for the offer will be a securities prospectus that will contain detailed information about the IPO. The approval of the securities prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) is scheduled for today, June 19, 2017.
The offer comprises 2,000,000 newly issued bearer shares with no par value from a capital increase against cash contributions. The price range has been set at 18.75 Euro to 22.75 Euro per share. The public offering period starts on June 21, 2017, and is expected to end on June 27, 2017 (private investors and natural persons 3:00 pm CEST, institutional investors 5:00 pm CEST). The company plans to use the expected gross proceeds of up to 45.5 million Euro to further finance its growth by acquiring residential real estate portfolios across Germany.
As part of a greenshoe option, up to 200,000 existing shares (10 percent of the underlying transaction) from the shareholdings of the existing shareholders Norlig GmbH of the company founder Oliver C. Smits as well as SIA Hansahold can also be placed at the offer price. Each of them currently holds 33.33 percent of the share capital before the capital increase (2,000,000 shares at 1.00 each Euro). The remaining 33.33 percent of the existing shares are held by CEO Igor Christian Bugarski. If the greenshoe option is fully exercised a free float of 55 percent (2,200,000 of 4,000,000 shares) will be achieved. The company has agreed to a lock-up period of six months from the start of trading. For the ensuing six months, the sale of shares may only be effected with the prior written consent of the underwriter. The existing shareholders have agreed not to sell any of their shares for a period of twelve months.
The placement price and the final number of shares placed are expected to be announced on June 27, 2017. The listing of the shares of Noratis AG is expected to take place on June 30, 2017. The delivery of the allotted shares is also scheduled for June 30, 2017. ICF BANK AG acts as sole global coordinator and sole bookrunner.
— End of the ad-hoc announcement —
This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities. Any such offer will be made solely on the basis of the securities prospectus to be published as approved by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). The information legally required to be provided to investors is contained only in the securities prospectus. The securities prospectus is expected to be available free of charge on the internet at the website of the issuer www.noratis.de and during normal business hours at the issuer, on 19 June 2017.
The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any State of the United States of America or the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933, as amended (“Securities Act”)) or publications with a general circulation in the United States of America. This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities in the United States of America. The securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent of registration, unless there is an exemption from registration under the Securities Act. The issuer does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the securities in the United States of America.
This publication is only addressed to and directed at persons in member states of the European Economic Area (other than Germany) who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended) (“Qualified Investors”). In addition, in the United Kingdom, this publication is being distributed only to, and is directed only at, Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) are high net worth entities falling within Articles 49(a) to (d) of the Order, or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this publication relates is only available to and will only be engaged in with (i) in the United Kingdom, relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors. Any other persons who receive this publication in the European Economic Area (other than Germany) should not rely on or act upon it.
This publication is not an offer of securities for sale in Canada, Japan or Australia.