Springer Nature AG & Co. KGaA / Key word(s): IPO
01.10.2024 / 15:50 CET/CEST
The issuer is solely responsible for the content of this announcement.
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 AT THE END OF THIS PRESS RELEASE.
PRESS RELEASE
Placement of 26,650,795 shares of Springer Nature AG & Co. KGaA in total, corresponding to a total offer size of around €600 million Placement of 8,888,889 newly issued shares, amounting to gross proceeds of €200 million to further reduce the company’s debt Secondary placement of 14,285,716 shares and 3,476,190 over-allotment shares from the holdings of BC Partners Market capitalisation of around €4.5 billion; expected free float of around 13.4% (assuming full exercise of the greenshoe option) Holtzbrinck Publishing Group will indirectly hold around 50.6%, BC Partners will indirectly hold around 36.0% of the Company’s shares after the offering (assuming full exercise of the greenshoe option) First day of trading planned for 4 October 2024
Berlin, 01 October 2024
Today, the final offer price for the shares of Springer Nature AG & Co. KGaA (the “Company” or “Springer Nature”), a leading global research, health and education publisher, was set in the upper half of the price range at €22.50 per share, which corresponds to a market capitalisation of Springer Nature of around €4.5 billion.
In total, 26,650,795 shares are being placed with investors, thereof 8,888,889 new shares (the “New Shares”), 14,285,716 existing shares from the holdings of funds advised by BC Partners (“BC Partners”) and 3,476,190 additional existing shares are being placed from the holdings of BC Partners in connection with over-allotments.
Entities controlled by the Holtzbrinck Publishing Group (“HPG”) and BC Partners will remain key indirect shareholders after the IPO. Springer Nature will receive gross proceeds of €200 million from the sale of the New Shares. The total offer size is expected to amount to around €600 million (assuming full exercise of the greenshoe option).
Frank Vrancken Peeters, CEO of Springer Nature, said: “The interest shown in our shares from a global investor base is a clear vote of confidence in our company and mission. We look forward to continuing to deliver our growth strategy and accelerating solutions to the world's urgent challenges.”
Following the completion of the offering (assuming full exercise of the greenshoe option), the free float is expected to be around 13.4%. The two existing shareholders HPG and BC Partners will hold around 50.6% and around 36.0% of the shares in the Company, respectively.
Retail investors that placed orders with syndicate banks were allocated approximately 1.6% of the total placement volume, amounting to 437,166 shares in the aggregate. All orders placed by retail investors with syndicate banks were allocated according to the following allocation key: Up to an amount of 100 shares, each order received a full allocation. Higher orders were allocated approximately 25% for the shares exceeding this amount. The “Principles for the Allotment of Share Issues to Private Investors“ (Grundsätze für die Zuteilung von Aktienemissionen an Privatanleger) issued by the German Commission of Stock Exchange Experts (Börsensachverständigenkommission) of the German Federal Ministry of Finance (Bundesministerium der Finanzen) were followed and the allocation to retail investors in connection with the offering followed the same criteria for all syndicate banks and their affiliated institutions.
The shares of Springer Nature are expected to commence trading on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) under the ticker symbol SPG on 4 October 2024. The German securities code (WKN) for the shares is SPG100 and the international securities identification number (ISIN) is DE000SPG1003. The settlement and closing of the offering are planned for 7 October 2024.
Deutsche Bank, J.P. Morgan and Morgan Stanley are acting as Joint Global Coordinators. BNP PARIBAS, COMMERZBANK in cooperation with ODDO BHF, Goldman Sachs Bank Europe SE and UniCredit have been mandated as Joint Bookrunners and Crédit Agricole CIB and ING as Co-Bookrunners.
Further information on the IPO is available on Springer Nature’s IPO website https://ir.springernature.com/.
About Springer Nature
Springer Nature opens the doors to discovery for researchers, educators, clinicians, and other professionals. Every day, around the globe, our imprints, books, journals, platforms, and technology solutions reach millions of people. For over 180 years our brands and imprints have been a trusted source of knowledge to these communities and today, more than ever, we see it as our responsibility to ensure that fundamental knowledge can be found, verified, understood, and used by our communities – enabling them to improve outcomes, make progress, and benefit the generations that follow.
Springer Nature includes renowned brands such as Springer, Nature Portfolio, BMC, Palgrave Macmillan, and Scientific American. Further information at springernature.com/group and at @SpringerNature.
Disclaimer
This announcement is an advertisement for the purposes of the prospectus regulation EU 2017/1129 (“Prospectus Regulation”). It does not constitute an offer to purchase any shares in Springer Nature AG & Co. KGaA (the “Company”) and does not replace the securities prospectus which is available free of charge, together with the relevant translation of the summary, at https://ir.springernature.com/. The approval of a securities prospectus by German Federal Financial Supervisory Authority (BaFin) should not be understood as an endorsement of the investment in any shares in the Company. Investment in shares entails numerous risks, including a total loss of the initial investment, which are described in chapter "1. Risk Factors" of the securities prospectus.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company.
This announcement may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This announcement does 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, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The information in this announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares in the Company in any 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”). There will be no public offering of the Securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. 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 exceptions. There will be no public offer of the securities in Australia, Canada, South Africa or Japan.
In member states of the European Economic Area (other than Germany), this announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation.
In the United Kingdom, this document is only being distributed to and is only directed at persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) 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) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (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.
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 shares have been subject to a product approval 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 shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the 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 shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
In connection with the offering of the shares in the Company, J.P. Morgan SE, acting for the account of the underwriters, is acting as stabilization manager (the “Stabilization Manager”) and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse, as amended, in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company’s shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be 4 October 2024, and ending no later than 30 calendar days thereafter (the “Stabilization Period”), or earlier if the end of the stabilization period falls on a public holiday, Saturday or Sunday. Stabilization measures may result in a market price that is higher than would otherwise prevail. However, the Stabilization Manager is under no obligation to take any stabilization measures and any stabilization action, if begun, may cease at any time. There can be no assurance that stabilizing measures will be undertaken. Stabilization measures may be undertaken at the following trading venues: Frankfurt Stock Exchange, Xetra, BATS Europe, Berlin Stock Exchange, Tradegate Exchange, Chi-X Exchange, Dusseldorf Stock Exchange, Equiduct MTF, Eurocac Stock Exchange, Hamburg Stock Exchange, Hanover Stock Exchange, IBIS, Munich Stock Exchange, Stuttgart Stock Exchange, Turquoise MTF, VirtX Exchange.
None of the Company, Deutsche Bank Aktiengesellschaft, J.P. Morgan SE, Morgan Stanley Europe SE, BNP PARIBAS, COMMERZBANK Aktiengesellschaft, Goldman Sachs Bank Europe SE, UniCredit Bank GmbH, Crédit Agricole Corporate and Investment Bank and ING Bank N.V. (together the “Banks”, and together with the Company, the “Persons”), or any of the respective directors, officers, personally liable partners, employees, agents, affiliates, shareholders or advisers of such Persons (the “Representatives”) will notify you of changes nor is under an obligation to update or keep current the announcement or to provide the recipient thereof with access to any additional information that may arise in connection with it, save for the making of such disclosures as are required by mandatory provisions of law. This announcement does not constitute investment, legal, accounting, regulatory, taxation or other advice. No person is authorised to give any information or to make any representation not contained in and not consistent with the announcement and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Company or any Bank.
This announcement may contain forward looking statements. These forward looking statements can be identified by the use of forward looking terminology, including the terms "plans," "targets," "aims," "continues," "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Each of the Company, the Banks and their respective Representatives expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Banks are acting exclusively for the Company and BC Partners (the “Selling Shareholder”) and no-one else in connection with the offering of shares of the Company (the “Offering”). They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, the Banks and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus, once published, 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 Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Banks (or their affiliates) may from time to time acquire, hold or dispose of the Company’s shares. The Banks 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.
None of the Banks or any of their respective Representatives accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness. The expected date of the admission to trading of shares of the Company on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (together, the “Admission”) may be influenced by things such as market conditions. There is no guarantee that Admission will occur and no financial decision should be based on the intentions of the Company in relation to Admission at this stage. Acquiring investments to which this release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specializing in advising on such investments. This release does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned. | | |
Contact
Cornelius Rahn | Springer Nature | Communications and Corporate Affairs
tel +49 151 1563 7515 | cornelius.rahn@springernature.com
Springer Nature Limited. / Registered Office: The Campus, 4 Crinan Street, London N1 9XW, United Kingdom
Registered in England and Wales with registered number 785998
Board: Franciscus Vrancken Peeters (Chairman), Marc Spenlé, Alexandra Dambeck, Rachel Jacobs, Harsh Jegadeesan, Carolyn Honor
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