REG - Goldman Sachs Bnk Eu Goldman Sachs Bnk Eu - Post-Stabilisation Notice: Douglas AG

Goldman SachsAnnouncement

28/03/2024 18:00

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RNS Number : 7931I  Goldman Sachs Bank Europe SE  28 March 2024

Not for distribution, directly or indirectly, in or into the United States,
Australia, Canada or Japan or any jurisdiction in which such distribution
would be unlawful.

Douglas AG

Stabilisation Notice in accordance with Articles 6(3) of Commission Delegated
Regulation (EU) 2016/1052 (Exercise of Reverse Greenshoe Option (Put Option)
and End of Stabilisation Period)

 
28 March 2024

Further to the pre-stabilisation period announcement dated March 20, 2024,
Goldman Sachs Bank Europe SE (contact: Philipp Suess; telephone: +49 (0)69
7532 1267) acting as the stabilisation manager (the "Stabilisation Manager")
in connection with the initial public offering of Douglas AG hereby gives
notice that, on 28 March, 2024, it exercised the option granted by Kirk Beauty
International S.A. (the "Selling Shareholder") to the Stabilisation Manager to
sell to the Selling Shareholder such number of shares repurchased as a result
of stabilisation measures against payment of the aggregate price at which it
acquired the repurchased shares, provided that such number of shares may not
exceed approximately 13% of the number of placed Primary Base Shares (the "Put
Option"). The Put Option has been exercised in respect of 4,264,215 ordinary
bearer shares with no-par value of Douglas AG repurchased as a result of
stabilisation measures against payment of the aggregate price at which it
acquired the repurchased shares.

With the exercise of the Put Option, the stabilisation period ended.

 The securities:
 Issuer:                                                                    Douglas AG
 Securities:                                                                Ordinary bearer shares with no par value of the Issuer (ISIN: DE000BEAU7Y1)
 Primary Base Shares:                                                       Up to 32,692,308 ordinary bearer shares
 Offer price                                                                EUR 26.00
 Stabilisation:
 Stabilisation Manager (and central point within the meaning of Commission  Goldman Sachs Bank Europe SE, Taunusanlage 9-10, 60329 Frankfurt am Main,
 Delegated Regulation (EU) 2016/1052):                                      Germany
 Stabilisation started:                                                     21 March 2024
 Stabilisation last occurred:                                               27 March 2024
 Stabilisation trading venues:                                              Frankfurt Stock Exchange, Xetra, BATS Europe, Chi-X Exchange, Munich Stock
                                                                            Exchange, Stuttgart Stock Exchange, Turquoise MTF

 

Stabilisation transactions:

 Trading Date   Lowest price (EUR)  Highest price (EUR)  Trading venue
 21 March 2024  22.6200             25.5000              Xetra
 22 March 2024  21.7400             23.0000              Xetra
 25 March 2024  21.6800             22.1000              Xetra
 26 March 2024  20.9000             21.8800              Xetra
 27 March 2024  20.9200             21.5800              Xetra

 

 

Disclaimer and Other Notices

 

This announcement is for information only and does not constitute an offer or
invitation to underwrite, subscribe for or otherwise acquire or dispose of any
securities or investment advice in any jurisdiction in which such an offer or
solicitation is unlawful, including without limitation, the United States,
Australia, Canada, or Japan. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.

 

This announcement and the information contained herein, is not an offer of
securities for sale in, and is not for transmission to or publication,
distribution or release, directly or indirectly, in the United States of
America (including its territories and possessions, any state of the United
States of America and the District of Columbia) (the "United States"). The
securities being offered have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under any
applicable securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in the United States unless registered under the
Securities Act or pursuant to an exemption from, or in a transaction not
subject to, such registration requirements and in accordance with any
applicable securities laws of any state or other jurisdiction of the United
States. No public offering of the securities discussed herein is being made in
the United States.

 

Solely for the purpose of the product governance requirements contained within
(a) EU Directive 2014/65/EU of the European Parliament and of the Council of
15 May 2014 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 the 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, 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 Offering.

 

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.

 

END

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