DGAP-Adhoc: Instone Real Estate Group: Instone -2-
DGAP-Ad-hoc: Instone Real Estate Group B.V. / Key word(s): IPO
Instone Real Estate Group: Instone places shares at EUR 21.50 per share
13-Feb-2018 / 22:30 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Disclosure of inside information in accordance with Article 17 of Regulation
(EU) No 596/2014 of the European Parliament and of the Council of 16 April
2014 on market abuse (Market Abuse Regulation).
*Instone places shares at EUR 21.50 per share*
*Essen, February 13, 2018. *Instone Real Estate Group (the "Company" and,
together with its subsidiaries, "Instone"), a leading nationwide residential
real estate developer with a focus on Germany's key metropolitan regions,
today has determined, together with the underwriters, the placement price
for its shares at EUR 21.50 per share in connection with the private
Instone placed a total number of 19,900,000 shares with institutional
investors. Thereof 7,000,000 new shares from a capital increase and
12,900,000 existing shares from the holdings of the current shareholders,
funds established by ActivumSG Capital Management Limited ("ASG"), including
additional shares from an over-allotment option were placed.
The total offering volume amounted to approximately EUR 428 million.
Assuming the full exercise of the greenshoe option, the free float will
amount to approximately 53.8 percent. Based on the placement price,
Instone's market capitalization will be approximately EUR 795 million at the
beginning of trading.
Instone's net proceeds from the placement of new shares amount to
approximately EUR 142 million. Thereof the company intends to use
approximately EUR 86 million for the acquisition and development of new
residential projects as well as for other corporate expenses. Approximately
EUR 55.5 million of the net proceeds will be used to fully repay an existing
The start of trading of the Company's shares on the regulated market (Prime
Standard) of the Frankfurt Stock Exchange (_Frankfurter Wertpapierbörse_) is
scheduled for February 15, 2018, under the German Securities Code (WKN)
A2JCTW, the International Securities Identification Number (ISIN)
NL0012757355 and the ticker symbol "INS". Settlement is expected to take
place on February 19, 2018.
This publication also serves as a publication of the pricing in relation to
the private placement and has been filed with the Dutch Authority for the
Financial Markets (Autoriteit Financiële Markten, "AFM"). This publication
is also available via the website of Instone (www.instone.de).
In connection with the listing, a prospectus dated February 13, 2018 was
approved by the AFM (the "Prospectus"). Hardcopies of the Prospectus,
including a German language summary, may, subject to applicable securities
law restrictions, be obtained free of charge during normal business hours at
the following address: Instone Real Estate Group, Baumstraße 25, 45128
Essen, Germany). The Prospectus is also available electronically via the
website of Instone (www.instone.de  under the section "Going Public")
subject to securities law restrictions in certain jurisdictions.
*European Union Transparency Directive *
The Netherlands is the Company's home member state for the purposes of the
European Union Transparency Directive (Directive 2004/109/EC, as amended).
*Market Abuse Regulation*
The information contained in this announcement is inside information for the
purposes of the Market Abuse Regulation. If you have any queries on this
announcement, please contact Thomas Eisenlohr (see contact details below).
Instone Real Estate
Phone: +49 201 45355365
c/o Hering Schuppener Consulting
Phone: +49 69 92187464
Phone: +49 30 284498761
*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 "Securities") of Instone Real Estate Group N.V. (following
the effectiveness of its conversion expected to occur on February 13, 2018,
the "Company") in the United States, Australia, Canada or any other
jurisdiction in which such offer or solicitation is unlawful. 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. There
will be no public offering of the securities in the United States. The
securities referred to herein may not be offered or sold in Australia,
Canada or Japan or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada or Japan subject to certain
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) through (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.
This publication constitutes neither an offer to sell nor a solicitation to
buy securities of the Company. No public offering of securities is currently
intended in any jurisdiction. Any public offering of securities would only
be made pursuant to an approved and publicly available securities
The Joint Bookrunners are acting exclusively for the Company and the selling
shareholders and no-one else in connection with the transaction. They will
not regard any other person as their respective client in relation thereto
and will not be responsible to anyone other than the Company and the selling
shareholders for providing the protections afforded to their respective
clients, nor for providing advice in relation to the transaction, the
contents of this announcement or any other matter referred to herein.
Statements contained herein may constitute "forward-looking statements."
Forward-looking statements are generally identifiable by the use of the
words "may", "will", "should", "plan", "expect", "anticipate", "estimate,"
"believe", "intend", "project", "goal" or "target" or the negative of these
words or other variations on these words or comparable terminology.
Forward-looking statements are based on current expectations and involve a
number of known and unknown risks, uncertainties and other factors that
could cause the Company's or its industry's actual results, levels of
activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. You should not place undue
reliance on forward-looking statements and the Company does not undertake
publicly to update or revise any forward-looking statement that may be made
herein, whether as a result of new information, future events or otherwise.
In connection with the placement of the shares, Credit Suisse Securities
(Europe) Limited or its affiliates, acting for the account of the Joint
Bookrunners, will act as the stabilization manager and may, as stabilization
manager, make over-allotments and take stabilization measures in accordance
with legal requirements (Art. 5 para. 4 and 5 of the Market Abuse Regulation
(EU) No. 596/2014 in conjunction with Articles 5 through 8 of the Commission
Delegated Regulation (EU) 2016/1052) to support the market price of the
Company's shares and thereby counteract any selling pressure. The
stabilization manager is under no obligation to take any stabilization
measures. Therefore, stabilization may not necessarily occur and may cease
at any time. Such measures may be taken on the Frankfurt Stock Exchange
(_Frankfurter Wertpapierbörse_) from the date when trading in the shares of
the Company is commenced on the regulated market segment (_regulierter
Markt_) of the Frankfurt Stock Exchange (_Frankfurter Wertpapierbörse_) and
must be terminated no later than 30 calendar days after this date (the
"Stabilization Period"). Stabilization transactions aim at supporting the
market price of the Company's shares during the Stabilization Period. These
measures may result in the market price of the Company's shares being higher
than would otherwise have been the case. Moreover, the market price may
temporarily be at an unsustainable level.
Solely for the purposes of the product governance requirements contained
within: (a) EU 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 Company's shares to be placed have been subject to a product approval
(MORE TO FOLLOW) Dow Jones Newswires
February 13, 2018 16:30 ET ( 21:30 GMT)
process, which has determined that such shares are: (i) compatible with an
end target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, Distributors should note that: the price of
the Company's shares may decline and investors could lose all or part of
their investment; the Company's shares to be placed offer no guaranteed
income and no capital protection; and an investment in such shares is
compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks
of such an investment and who have sufficient resources to be able to bear
any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the private placement.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
the Joint Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties in the Private Placement.
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 Company's shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the shares and
determining appropriate distribution channels.
13-Feb-2018 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Company: Instone Real Estate Group B.V.
Phone: +49 201 453 550
Listed: Regulated Market in Frankfurt (Prime Standard)
Notierung vorgesehen / intended to be listed
End of Announcement DGAP News Service
654031 13-Feb-2018 CET/CEST
(END) Dow Jones Newswires
February 13, 2018 16:30 ET ( 21:30 GMT)
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