REG - Credit Suisse (Eur) Scout24 AG - Pricing announcement - sell of 10mm shs of Scout24 <Origin Href="QuoteRef">G24n.DE</Origin>

Scout24 SEAnnouncement

28/11/2017 07:05

RNS Number : 6935X
Credit Suisse Securities (Eur) Ltd
28 November 2017
This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful.
Hellman & Friedman throughWillis Lux Holdings2 S.r.l. in liquidation and MEP Ord GmbH & Co.KG intend to sell up to approximately 10 million shares in Scout24 AG
November28, 2017. Further to the announcement by Hellman & Friedman LLC on November 27, 2017, Willis Lux Holdings 2 S. r.l. in liquidation, Luxembourg, the holding company ultimately owned by funds advised by affiliates of Hellman & Friedman LLC, and MEP Ord GmbH & Co. KG, the holding company of, among others, the members of the Scout24 management board, hereby confirm that Credit Suisse Securities (Europe) Limited and Morgan Stanley & Co. International plc, acting as Joint Global Coordinators and Joint Bookrunners, have placed 10 million shares of Scout24 AG ("Scout24") (the "Placed Shares"), representing approximately 9.3% of Scout24's share capital, in an accelerated book-building process at a price of EUR 34.45 per Placed Share (the "Sale"). 
Settlement of the Sale is expected to occur on November 30, 2017. Willis Lux Holdings 2 S. r.l. in liquidation will receive gross proceeds of about EUR 329 million from the Sale and MEP Ord GmbH & Co. KG will receive gross proceeds of about EUR 15 million.
The Sale will increase the free float and contribute to increased liquidity in the Scout24 shares. Following the Sale, Willis Lux Holdings 2 S. r.l. in liquidation will continue to hold directly and indirectly approximately 8.2 million shares, representing approximately 7.6% of the total number of shares of Scout24. Accordingly, Willis Lux Holdings 2 S. r.l. in liquidation remains Scout24's largest shareholder. Willis Lux Holdings 2 S. r.l. in liquidation will continue to have representatives on the Supervisory Board of Scout24.
Each of Willis Lux Holdings 2 S. r.l. in liquidation and MEP Ord GmbH & Co. KG has agreed to a 60-day lock-up in respect of its remaining shareholding in Scout24 (subject to customary exceptions).
About Hellman & Friedman
Hellman & Friedman is a leading private equity investment firm with offices in San Francisco, New York, and London. Since its founding in 1984, H&F has raised over $35 billion of committed capital. The firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including software, internet & media, financial services, business & information services, healthcare, energy & industrials and retail & consumer. For more information on Hellman & Friedman, please visit www.hf.com.
Disclaimer 
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Germany, Canada, Australia, Japan or any other jurisdiction.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The shares of Scout24 referred to in this announcementmay not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The shares of Scout24 have not been, and will not be, registered under the Securities Act, and there will no public offering of the shares of Scout24, or any other securities, in the United States.
This announcement is not being made, and this communication has not been approved by an authorised person for the purposes of Section21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, this document is not being distributed to and must not be passed on to the general public in the United Kingdom or to persons in the United Kingdom, save in circumstances where Section21(1) of the FSMA does not apply. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i)are investment professionals falling within Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii)are persons falling within Article49(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 document 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 to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area (EEA) which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
The Joint Global Coordinators and Bookrunners are acting exclusively for Willis Lux Holdings2 S.r.l. in liquidation and MEP Ord GmbH & Co.KG and no-one else. It will not regard any other person as its respective clients and will not be responsible to anyone other than Willis Lux Holdings2 S.r.l. in liquidation and MEP Ord GmbH & Co.KG for providing the protections afforded to its respective clients, nor will it be responsible for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.
The Joint Global Coordinators and Joint Bookrunners and any of its respective affiliates acting as an investor for its own account may participate in the Offering on a proprietary basis and in that capacity may retain, purchase or sell for their own account such securities referred to herein. In addition it may enter into financing arrangements and swaps with investors in connection with which it may from time to time acquire, hold or dispose of shares. The Joint Global Coordinators and Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Forward-looking statements and projections
Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that Hellman & Friedman, or persons acting on its behalf, may issue. 

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