RCS - J.P. Morgan SE - Warburg Pincus announces launch of ABB - IONOS

BarclaysAnnouncement

16/09/2024 17:45

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RNS Number : 3883E  J.P. Morgan SE  16 September 2024

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 7 million 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 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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