Notification of Stabilization Measures in accordance with Article 5 and of Regulation No 596/2014 of the European Parliament and of the Council on market abuse
NOT FOR DISTRIBUTION OR PUBLICATION IN THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN.
Notification of Stabilization Measures in accordance with Article 5(4) and (6) of Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse ("Market Abuse Regulation") of 16 April 2014 and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC and in accordance with Article 6(1) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.
Joh. Berenberg, Gossler & Co. KG ("Berenberg" or the "Stabilization Manager"), in connection with the initial public offering of VARTA AKTIENGESELLSCHAFT, Ellwangen (Jagst), Germany (the "Company"), acts as Stabilization Manager and will have the right, in the time period beginning and including October 25, 2017 through and including November 24, 2017 (the "Stabilization Period"), with regard to the Company's shares, which are expected to be admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) on October 24, 2017 (International Securities Identification Number (ISIN: DE000A0TGJ55; German Securities Code (WKN): A0TGJ5), in the scope admissible under Article 5(4) of the Market Abuse Regulation, to make Over-Allotments (as defined below) or carry out Stabilization Measures on behalf and for the account of individual underwriters (the "Stabilization Measures").
Stabilization Measures are intended to provide support for the stock exchange or market price of the Company's securities during the Stabilization Period if the securities come under selling pressure, thus alleviating sales pressure generated by short-term investors and maintaining an orderly market in those securities. Stabilization Measures may cause the stock exchange or market price of the shares to be higher than it would otherwise have been. In addition, the stock exchange or market price may temporarily be at a level that is not sustainable. In addition, stabilisation activities may give false or misleading signals regarding the supply of the securities. The Stabilization Manager may carry out Stabilization Measures at the regulated market of the Frankfurt Stock Exchange. The Stabilization Manager is not required to carry out Stabilization Measures. Therefore, no assurance can be provided that Stabilization Measures will be carried out. As a result, Stabilization Measures may not necessarily be carried out and any Stabilization Measures may cease at any time without advance notice.
In any Stabilization Measures that may be carried out, and to the extent permitted by law, up to 1,950,000 additional shares may be alloted to investors as part of the offering in addition to the initial offer of shares in the Company (the "Over-Allotment"). In connection with a potential Over-Allotment, the Stabilization Manager, acting on behalf and for the account of the underwriters, was provided with up to 1,950,000 shares from the holdings of the selling shareholder by way of a securities loan granted free of charge, and this number of shares equals 15% of the initial offering.
In this context, with the sole purpose of covering potential Over-Allotments, the selling shareholder has granted the Stabilization Manager on behalf and for the account of the underwriters an option to acquire up to 1,950,000 greenshoe shares from the holdings of the selling shareholder (the "Greenshoe Shares") at the offer price less agreed commissions, thus satisfying the retransfer obligation under the securities loan (the "Greenshoe Option"). The Stabilization Manager may exercise the Greenshoe Option on behalf and for the account of the underwriters on one or more occasions. The Greenshoe Option will expire 30 calendar days after stock exchange trading in the shares commences and may only be exercised to the extent shares have been placed by way of Over-Allotment.
During the Stabilization Period, the Stabilization Manager ensures adequate public disclosure of the details of any Stabilization Measures by the end of the seventh day of trading following the date on which Stabilization Measures were carried out. The Stabilization Manager will also ensure that any exercise of the Greenshoe Option will be disclosed to the public promptly, together with all appropriate details.
Within one week of the end of the Stabilization Period, adequate public disclosure of the following information will be made: whether or not Stabilization Measures were carried out; the dates on which any price Stabilization Measures started and ended; the date on which Stabilization Measures last occurred; the price range within which Stabilization Measures were carried out (for each date of a Stabilization Measure); and the trading venues on which Stabilization Measures (if any) were carried out.
This communication constitutes neither an offer to sell nor a solicitation to buy securities. The public offering (in Germany and Austria) 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 publicly offered securities of VARTA AKTIENGESELLSCHAFT should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the Bundesanstalt für Finanzdiensleistungsaufsicht (BaFin) and will be available free of charge from VARTA AKTIENGESELLSCHAFT, Daimlerstraße 1, 73479 Ellwangen, Germany, as well as on www.varta-ag.com/investor-relations/.
This communication is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan. This communication does not constitute or form part of an offer of securities for sale or solicitation of an offer to purchase securities in the United States, Canada, Australia, Japan, or in any other jurisdiction in which such offer may be restricted. The securities referred to in this communication have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States There will be no public offering of securities in the United States or anywhere else, except for Germany and Austria.
In the United Kingdom, this communication is directed only at persons who: (i) are qualified investors within the meaning of the Financial Services and Markets Act 2000 (as amended) and any relevant implementing measures and/or (ii) are outside the United Kingdom or (iii) have professional experience in matters relating to investments and fall within the definition of "investment professionals" contained in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or are persons falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or fall within another exemption to the Order (all such persons referred to in (i) to (iii) above together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
10.10.2017 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de