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.
Why does HelloFresh go public?
In 2011, we started with the mission to change the way people eat. Since that time, we have built a dynamic, innovative and data-driven company. Today, we have scalable capabilities in 10 international markets. We have established a brand loved by millions of loyal customers. Our strategic goal still is to reach breakeven based on AEBITDA on group level within the next 15 months.
The IPO is now the next logical step in our development as a globally leading food company. The IPO is a reflection of our fast development and will help us to press on with our long-term growth strategy.
When will HelloFresh go public?
The first trading day at the Frankfurt Stock Exchange is expected to be on or about November 2, 2017.
On which stock exchange will the HelloFresh shares be listed?
The shares of HelloFresh will be listed in the Prime Standard segment of the regulated market of the Frankfurt Stock Exchange.
What type of shares will be offered?
Ordinary bearer shares with no-par value, each such share representing a notional value of EUR 1.00 and with full dividend rights from January 1, 2017.
Where can I acquire shares of HelloFresh?
Deutsche Bank, J.P. Morgan, Morgan Stanley, Berenberg and BNP Paribas are acting as Joint Global Coordinators and Joint Bookrunners. Rabobank has been mandated as Co-Lead Manager. Investors can submit their offers starting from October 24, 2017 presumably until November 1, 2017 to these banks.
My bank is not a member of the syndicate. Can I still subscribe for shares at my bank?
Please contact your bank, which will surely inform you how to proceed in this case.
When will I be able to subscribe shares of HelloFresh?
The offering will start on October 24, 2017 and is expected to end on November 1, 2017 (at 12:00 CEST for private investors and at 14:00 CEST for institutional investors). Of course, you can also buy them during regular trading at the stock exchange after the offer period has ended.
What is the issue price of the HelloFresh shares?
The price range of EUR 9.00 to EUR 11.50 per share has been set by the syndicate banks together with the company. The final issue price of the share will be determined based on a bookbuilding process during the next few days and is expected to be announced on November 1, 2017.
Will the HelloFresh shares be included in an index?
Currently, we do not know whether the shares will be included in an index and when this will be the case. This will depend particularly on the market capitalization and the trading volume of the shares.
What is the content of a securities prospectus?
The prospectus has to be compiled in connection with the public offerings in Germany and Luxemburg as well as the stock exchange admission of the HelloFresh shares and contains essential information about different aspects of the offering, including the risks associated with the offer, the shares offered, the issuer (HelloFresh), the company’s and the group’s structure, its operational business and financial information. Please follow this link http://ir.hellofreshgroup.com/websites/hellofresh/English/1300/prospectus.html to download the prospectus.
How does the allocation process work?
The allocation of the offer shares to private and institutional investors will be decided after consultation of the company with the Joint Bookrunners. The decision ultimately rests with the company.
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.