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 BELOW.
The following information constitutes neither an offer to sell nor a solicitation to buy securities of HelloFresh SE. The offer is being made solely by means of, and on the basis of, the published securities prospectus (including any amendments thereto, if any). An investment decision regarding the securities of HelloFresh SE should only be made on the basis of the securities prospectus. The securities prospectus is available free of charge from HelloFresh SE, Saarbrücker Strasse 37A, 10405 Berlin, Germany, or on the HelloFresh SE website.
Please follow this link http://ir.hellofreshgroup.com/websites/hellofresh/English/1300/prospectus.html to download the prospectus.
|First day of trading||On or about November 2, 2017|
|Offer period||The offer period will commence on October 24, 2017 and is expected to end on November 1, 2017 at 12:00 noon CEST for private investors and at 14:00 CEST for institutional investors|
|Price range||EUR 9.00 to EUR 11.50 per share|
|Offer volume||Total issuance volume of EUR 279 to 357 million if the placement of 27.00 million new shares and the additional Greenshoe Option of up to 4.05 million existing shares is fully exercised|
|Type of issue||Public offerings of shares in the Germany and Luxembourg as well as private placements in certain jurisdictions outside Germany and Luxembourg|
|Stock exchange||Frankfurt Stock Exchange (Prime Standard)|
|Syndicate banks||Deutsche Bank, J.P. Morgan, Morgan Stanley, Berenberg and BNP Paribas are acting as Joint Global Coordinators and Joint Bookrunners; Rabobank is acting as Co-Lead Manager|
|Lock-up period||Company: 180 days Existing shareholder: generally 180 days Management: 12 months|
This information laid out above contains forward-looking statements relating to the business, financial performance and results of HelloFresh SE (the “Company”), the HelloFresh group or the industry in which the HelloFresh group operates. These statements may be identified by words such as "expect", "belief”, "estimate", "plan", "target“ or "forecast" and similar expressions, or by their context. Forward-looking statements include statements regarding: strategies, outlook and growth prospects; future plans and potential for future growth; growth for products and services in new markets; industry trends; and the impact of regulatory initiatives. These statements are made on the basis of current knowledge and assumptions and involve risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this document or the underlying assumptions. No obligation is assumed to update any forward-looking statements.
The information 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 “Securities”) of the Company in the United States, Germany or any other jurisdiction. The Securities 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 Securities of the Company have not been, and will not be, registered under the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in, and in reliance on, Rule 144A under the Securities Act.
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.