NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.
Warburg Pincus announces the launch of an accelerated bookbuild offering of IONOS shares
WP XII Venture Holdings II SCSp (the "Selling Shareholder", which is an entity affiliated to Warburg Pincus), hereby announces the launch of an accelerated bookbuild offering (the "Placement") of approximately EUR 150 million of ordinary shares in IONOS Group SE ("IONOS").
The Placement will be conducted by way of an accelerated bookbuild offering to institutional investors in transactions exempt from, or not subject to, the registration requirements of the US Securities Act (as defined below).
The Placement will be launched immediately following this announcement and may close at short notice. Barclays Bank PLC, Berenberg, Deutsche Bank AG and J.P. Morgan SE are acting as Joint Global Coordinators and Joint Bookrunners in the Placement.
IONOS is not party to the Placement and will not receive any proceeds from the Placement.
The Selling Shareholder has agreed to a 60 day lock-up period, subject to certain customary exceptions, with respect to its remaining holding in IONOS.
Important Notice
This announcement may not be released, published or distributed, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan or any other jurisdiction where such publication could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this announcement or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of IONOS Group SE or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the US Securities Act. None of the Joint Global Coordinators and Joint Bookrunners, any member of their respective groups nor any of their respective representatives, directors, officers, employees or agents accept any liability whatsoever in connection with this communication or any of its contents or in relation to any loss arising from its use or from any reliance placed upon it.
In member states of the European Economic Area, the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation), as amended.
In the United Kingdom, the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, and who are 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.) or (iii) to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
The Joint Global Coordinators and Joint Bookrunners are acting only for the Selling Shareholder in connection with the Placement and no one else, and will neither be responsible to anyone other than the Selling Shareholder for providing the protections offered to clients nor for providing advice in relation to the sale shares or the Placement, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
In connection with the Placement, the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates may take up a portion of the securities as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such securities and other instruments of IONOS or related investments in connection with the offering or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Global Coordinators and Joint Bookrunners and any of their respective affiliates acting as investors for their own accounts. The Joint Global Coordinators and 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.
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