DGAP-News: Morgan Stanley & Co International Plc / Key word(s): Miscellaneous/Miscellaneous Morgan Stanley & Co International Plc: Zalando SE: Shareholders placed 17.9 million Zalando shares at EUR 23.75 per share and extend lock-up through June 28, 2015 10.03.2015 / 23:04 --------------------------------------------------------------------- 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 IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE. Zalando SE: Shareholders placed 17.9 million Zalando shares at EUR 23.75 per share and extend lock-up through June 28, 2015 London, March 10, 2015 - A group of significant shareholders, comprising Global Founders GmbH, Holtzbrinck Ventures GmbH & Co. KG, AI European Holdings S.Ã r.l. and Rocket Internet AG (together the "Sellers"), placed 17,854,293 shares of Zalando SE (representing approximately 7.3% of Zalando SE's share capital) at a price of EUR 23.75 per share through an accelerated bookbuilt offering with institutional investors via Morgan Stanley & Co. International plc, Goldman Sachs International and Credit Suisse Securities (Europe) Limited (together the "Joint Bookrunners"). In addition, certain employees of the Company ("Option Holders") placed a total of 488,070 further shares in the same placement following the exercise of options granted to them by the Company as part of their compensation. This group includes the member of the management board Mr. Rubin Ritter, who sold 220,660 shares (corresponding to 5% of all options granted to Mr. Ritter by the Company). For the purposes of the placement, the Joint Bookrunners had partially waived the lock-up agreed by the Sellers and Mr. Ritter in connection with the Company's initial public offering ("IPO") and the Company had waived a corresponding lock-up commitment by the other Option Holders. The Sellers and Option Holders as well as the Company's largest shareholder, Kinnevik Internet 1 AB, plus Bestseller Handels B.V. and the two founders and members of the management board Robert Gentz and David Schneider, all of which did not sell in the placement, have agreed to an extension of their pre-IPO lock-up commitments until and including June 28, 2015 for a total of approximately 64% of the share capital of the Company. With this commitment, these shareholders want to underline their long-term support for the Company. Important Notice: These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Shares") of Zalando SE (the "Company") in the United States, Germany or any other jurisdiction. The Shares of the Company may 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 the Company have not been, and will not be, registered under the Securities Act. This publication constitutes neither an offer to sell nor a solicitation to buy securities. The securities have already been sold. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are 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) are 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 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. The Joint Bookrunners are acting exclusively for the Sellers and the Option Holders 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 and the Option Holders 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 Zalando 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 Zalando 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 the Option Holders and is the sole responsibility of the Sellers and the Option Holders. The Joint Bookrunners do not accept any responsibility whatsoever and make no 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 the Option Holders or on their behalf, or by the Joint Bookrunners, or on the Joint Bookrunners' behalf, in connection with the Sellers or the Option Holders 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. The Joint Bookrunners accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this document and any such statement. --------------------------------------------------------------------- 10.03.2015 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. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 332017 10.03.2015
DGAP-News: Morgan Stanley & Co International Plc: Zalando SE: Shareholders placed 17.9 million Zalando shares at EUR 23.75 per share and extend lock-up through June 28, 2015
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