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

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

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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.à 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.



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10.03.2015 Dissemination of a Corporate News, transmitted by DGAP - a
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332017 10.03.2015