October 18, 2024 Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful. Springer Nature AG & Co. KGaA Exercise of the Greenshoe Option and Post-stabilisation Notice Further to the pre-stabilisation period announcement dated 4 October 2024, J. P. Morgan SE (contact: Ashish Jhajharia; telephone: +44 0 207 134 2983) acting as the stabilisation manager in connection with the admission to trading of shares of Springer Nature AG & Co. KGaA on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment thereof with additional post-admission obligations (Prime Standard) hereby gives notice that, on October 18, 2024, it exercised in full the greenshoe option granted by the lending shareholder in connection with over-allotments for 3,476,190 ordinary bearer shares with no par value (auf den Inhaber lautende Stückaktien) at the offer price of EUR €22.50 per share. With the exercise of the greenshoe option, the stabilisation period has ended. No stabilisation in accordance with Article 5(4) and (5) of Regulation (EU) 596/2014 ("Market Abuse Regulation") and Articles 5 to 7 of Commission Delegated Regulation (EU) 2016/1052 was undertaken during the stabilisation period in relation to the offer of the following securities, as set out below. The securities:
| Issuer: | Springer Nature AG & Co. KGaA ("Springer Nature") |
| Description: | Offering of ordinary bearer shares of Springer Nature with no par value ("Offer Shares")
- ISIN: DE000SPG1003
- WKN: SPG100
- Ticker: SPG |
| Offer size: | 23,174,605 Offer Shares (excluding the over-allotment option) |
| Stabilisation Manager: | J. P. Morgan SE, Taunustor 1 (TaunusTurm), 60310 Frankfurt am Main, Germany |
| Offer price: | EUR €22.50 |
This announcement is for information purposes only and should not be construed as a recommendation or offer to subscribe for or otherwise acquire or dispose of securities in any jurisdiction. In member states of the European Economic Area ("EEA"), in which the Regulation (EU) 2017/1129 as amended (the "Prospectus Regulation") is in effect other than Germany (the "Relevant Member States"), this announcement is only addressed to persons who are 'qualified investors' within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). It is assumed that each person in the Relevant Member States who acquires or is offered securities as part of an offering (an "Investor") has represented and agreed that such person is a Qualified Investor; that securities purchased by such person as part of the offering are not being purchased for any person in the EEA other than a Qualified Investor or persons in Germany or another Relevant Member State with comparable legal provisions, with respect to whom the Investor may make decisions at its own discretion; and that the securities would not be purchased for offer or re-sale in the EEA, if this would lead to the Issuer or any of its affiliates being required to publish a prospectus under Article 3 of the Prospectus Regulation. This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom. This announcement and the information contained herein, is not an offer of securities for sale in, and is not for transmission to or publication, distribution or release, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities being offered have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made in the United States. Solely for the purpose of the product governance requirements contained within; (a) EU Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 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 offer shares have been subject to a product approval process, which has determined that the offer 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, the price of the offer shares may decline and investors could lose all or part of their investment; the offer shares offer no guaranteed income and no capital protection; and an investment in the offer 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 Offering. 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 offer shares. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com or visit
www.rns.com.
