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HelloFresh SE / Key word(s): Financing
HelloFresh SE launches offering of up to EUR 175 million convertible bonds due 2025
05-May-2020 / 18:47 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL.
HelloFresh SE launches offering of up to EUR 175 million convertible bonds due 2025
Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (market abuse regulation - MAR)
HelloFresh SE launches offering of up to EUR 175 million convertible bonds due 2025
Berlin, 5 May 2020. The management board of HelloFresh SE ("HelloFresh" or the "Company"), with the consent of the Company's supervisory board, resolved today to launch an offering of unsubordinated, unsecured convertible bonds due 2025 in an aggregate amount of up to EUR 175 million (the "Bonds"). The Bonds will be convertible into new and/or existing no-par value ordinary bearer shares of HelloFresh (the "Shares").
The Bonds will be offered by way of an accelerated bookbuilding to institutional investors outside the United States of America (the "United States") as well as outside of Australia, Japan and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law (the "Offering"). The pre-emptive rights (Bezugsrechte) of existing shareholders of the Company to subscribe for the Bonds were excluded.
The Company intends to use the proceeds from the Offering for the funding of its continued growth strategy, including further capacity expansion, and for general working capital purposes.
The Bonds will be issued at 100% of the principal amount with a denomination of EUR 100,000 per Bond. Unless previously converted, redeemed or repurchased and cancelled, the Bonds will be redeemed at their principal amount on 13 May 2025 and will carry a coupon between 0.75% and 1.25% per annum, payable semi-annually in arrear. The initial conversion price will be set at a premium of between 32.5% and 37.5% above the reference share price (being the closing price of the Company's shares on XETRA on 5 May 2020).
The Company may redeem all, but not some only, of the Bonds outstanding at their principal amount plus accrued interest at any time (i) on or after 5 June 2023 if the price of the Company's share is equal to or exceeds 130% of the prevailing conversion price within a certain period, or (ii) if 85% or more in aggregate principal amount of the Bonds originally issued have been converted and/or repurchased and cancelled by the Company.
The Company has agreed not to offer any Shares or equity-linked securities within a period of 90 calendar days after the settlement of the Offering, subject to certain exceptions (in particular for the funding of and/or the settlement of management and employee option programs), and not to enter into any transaction having a similar economic effect.
The final terms of the Bonds are expected to be announced later today, or tomorrow morning before market opening through a separate press release, and settlement is expected to take place on or around 13 May 2020.
The Company intends to apply for the Bonds to be included to trading on the Open Market Segment (Freiverkehr) of the Frankfurt Stock Exchange. However, settlement and closing of the Offering are not conditional upon obtaining such inclusion to trading.
International Securities Identification Number (ISIN): DE000A161408
German Securities Code (WKN): A16140
Ticker Symbol: HFG
LEI: 391200ZAF4V6XD2M9G57
Listed: Regulated Market in Frankfurt am Main (Prime Standard)
Competent person for this publication
Dr. Christian Ries
General Counsel
HelloFresh SE, Saarbrücker Straße 37a, 10405 Berlin
+49 (0) 160 96382504
cr@hellofresh.com
www.hellofreshgroup.com
Press contact
Saskia Leisewitz
Corporate Communications Manager
HelloFresh SE, Saarbrücker Straße 37a, 10405 Berlin
+49 (0) 174 72 359 61
sl@hellofresh.com
www.hellofreshgroup.com
Important Note:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL.
This release is for information purposes only and does not constitute, contain or form part of, and should not be construed as, an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction under circumstances which would require the issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction.
The distribution of this release and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this release should inform themselves of and observe any such restrictions.
This release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the U.S., and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no offering of the Bonds in the United States. This release and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States. The Bonds are being offered and sold outside the United States only in reliance on Regulation S under the Securities Act.
This document and the issue when made are only addressed to, and directed in member states of the European Economic Area (the "EEA") at, persons who are "Qualified Investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.
In the United Kingdom, this release is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates are only available to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.
This announcement and any Bonds issued may only be distributed to investors in Canada pursuant to an exemption from the prospectus requirements of Canadian securities laws. Only prospective investors that qualify as "accredited investors" and additionally also qualify as "permitted clients" within the meaning of applicable Canadian securities laws will be eligible to purchase the Bonds. Each prospective investor in Canada will be required to accept a representation letter confirming its eligibility and providing certain additional acknowledgements, representations and warranties. In Canada, the Bonds are not being offered and may not be sold in the province of Prince Edward Island, Yukon, the Northwest Territories or Nunavut.
MiFID II professionals/ECPs-only/No PRIIPs KID - Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Consequently, no key information document required by Regulation (EU) No 1286/2014 on key information documents for packaged retail and insurance-based investment products (the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Any person subsequently offering, selling or recommending the Bonds (a "Distributor") should take into consideration the manufacturers' target market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds.
For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Bonds. |
05-May-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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