NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
The offer period within which bids can be placed will begin on 23 November 2018 and end on 29 November 2018 (at 12:00 CET for retail investors and at 14:00 CET for institutional investors). During this period, interested investors will be able to submit purchase offers for the shares offered to the underwriting banks.
The offer price was set at EUR 12.00 per share. The offer comprises 3,800,000 new shares from a capital increase as well as an over-allotment option consisting of 570,000 existing shares, which are made available to the syndicate banks from the stock of a shareholder in the form of a securities loan. In connection with potential over-allotments, the Company has granted the Underwriters an option to acquire up to 570,000 additional shares to be created through a further capital increase of the Company from authorized capital ("greenshoe option").
Assuming full exercise of the Greenshoe option, the total issue volume is expected to be EUR 52.1 million, which will be fully paid to the Company. The trading of shares in the regulated market (Prime Standard) on the Frankfurt Stock Exchange is scheduled for 4 December 2018. The free float is expected to be over 17% when the greenshoe option is fully exercised.
Important Note
" This announcement does not contain or constitute an offer to sell, nor a solicitation to buy or subscribe for securities. This announcement is not a prospectus. Potential investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of the information contained in the prospectus to be issued by the Company in connection with the public offering of such securities (including the addendum to be approved today). The prospectus will, following approval by the German federal financial supervisory agency (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and publication, be available free of charge from the company (Reuterweg 47, 60323 Frankfurt am Main, Germany), and on the website of DFV Deutsche Familienversicherung AG (https://www.deutsche-familienversicherung.de).
The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or an exemption from the registration requirements under the Securities Act. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of Shares in the United States.
The Company has not authorised any offer to the public of Shares in any Member State of the European Economic Area, except in the Federal Republic of Germany and Luxembourg. With respect to any Member State of the European Economic Area which has implemented the Prospectus Directive other than Germany and Luxembourg (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Shares requiring publication of a prospectus in any Relevant Member State. As a result, the Shares may only be offered in Relevant Member States:
(i) to any legal entity which is a "qualified investor" as defined in the Prospectus Directive; or
(ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive.
For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
Any such investor will also be deemed to have represented and agreed that any Shares acquired by it in the contemplated offering of Shares have not been acquired on behalf of persons other than such investor. This announcement is not an advertisement within the meaning of the Prospectus Directive and does not constitute a prospectus.
In the United Kingdom, this document and any other materials in relation to the Shares is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 ("Financial Promotion") Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication is directed only at relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. No action has been taken by the Company that would permit an offer of Shares or the possession or distribution of these materials or any other offering or publicity material relating to such Shares in any jurisdiction, except for the Republic of Germany and Luxembourg, where action for that purpose is required.
This document may contain forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of the Company and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations and competition from other companies, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Company and other factors. The Company does not assume any obligations to update any forward- looking statements.
Neither these materials nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or the South Africa. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law."