REG - Goldman Sachs Bnk Eu - AUTO1 Group SE shareholders placed 9.7m shares
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE DISCLAIMER AT THE END OF THE PRESS RELEASE.
AUTO1 Group SE shareholders placed 9.7 million AUTO1 shares at EUR 41.00 per share
London, June 1, 2021 - BNP PARIBAS, Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE and Deutsche Bank Aktiengesellschaft (together, the "Joint Bookrunners"), acting on behalf of Princeville Global Auto Investments Limited, DN Capital - Global Venture Capital III LP, OUR356 S.à r.l., OUR993 S.à r.l. and OUR993 XIII S.à r.l., SVF Midgard (Cayman) Limited, Piton Capital Investments Coöperatief B.A., brightgiant UG and Ventura Capital GP Limited (together the "Sellers"), placed 9,756,099 shares of AUTO1 Group SE (representing approximately 4.6% of AUTO1 Group SE's share capital) at a price of EUR 41.00 per share through an accelerated bookbuilt offering with institutional investors. The Sellers have agreed to enter into 90-day lock-up commitments with respect to their remaining shares, subject to certain exceptions.
Disclaimer:
This release is 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. It does 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.
This publication constitutes neither an offer to sell nor a solicitation to buy securities. The securities have already been sold.
This release may in the United Kingdom only be distributed to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) 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) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This release 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 in shares of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The Joint Bookrunners are acting exclusively for the Sellers and no-one else. They will not regard any other person as their respective clients and will not be responsible to anyone other than the Sellers for providing the protections afforded to their respective clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the placement, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of AUTO1 Group SE and may otherwise deal for their own accounts. Accordingly, references to the securities being issued or sold should be read as including any issue, offer or sale to the Joint Bookrunners and any of their affiliates acting as investors for their own accounts. In addition the Joint Bookrunners or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which the Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of AUTO1 Group SE's 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.
This announcement has been issued by the Joint Bookrunners on behalf of the Sellers and is the sole responsibility of the Sellers. None of the Joint Bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever or makes any representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Sellers or on their behalf, or by the Joint Bookrunners, or on the Joint Bookrunners' behalf, in connection with the Sellers or the transaction, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future.
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