NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.


Westwing sets price range for planned IPO at EUR 23.00 to EUR 29.00 per share
 

- Primary offering of 4.4 million shares

- Additional 0.66 million shares available to cover potential over-allotments

- Expected gross proceeds of approximately EUR 132 million, assuming the placement of all offered shares and full exercise of a primary Greenshoe Option at the mid-point of the price range

- Proceeds to be used primarily for investments into further growth

- First day of trading expected on October 11, 2018

- Offering is subject to approval of prospectus by German Federal Financial Supervisory Authority (BaFin) and its publication

Munich, September 27, 2018. Westwing Group AG ("Westwing" or the "Company"), the leader in inspiration-based Home & Living eCommerce in Europe, has set the price range for the shares in the planned initial public offering ("IPO") at EUR 23.00 to EUR 29.00 per share. The final offer price will be determined in a bookbuilding process. Subject to approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin) and its publication, the offer period will begin on September 28, 2018, and is expected to end on October 10, 2018.

Stefan Smalla, Founder & CEO, said: "We have developed a very successful business model and have established a leading European brand for Home & Living eCommerce. The IPO is the next logical step. We intend to continue our profitable growth by investing into our technology platform, customer experience, customer acquisition as well as the expansion of our private label product range."

The planned all-primary offering is expected to consist of an initial public offering in Germany and private placements in certain jurisdictions outside of Germany. It comprises 4,400,000 newly issued bearer shares with no par value (Stückaktien) from a capital increase against cash contributions. In addition, 660,000 existing bearer shares with no par value (Stückaktien) will be made available through a securities loan in connection with a possible over-allotment, which are covered by a primary Greenshoe option.

Proceeds from the sale of new shares and from the Greenshoe option, if any, will solely accrue to the Company. Assuming a placement of all offer shares and full exercise of the Greenshoe Option, gross proceeds would amount to approximately EUR 132 million (assuming pricing at the mid-point of the price range). The Company intends to use these proceeds primarily for investments in the technology platform and customer experience and to drive international market growth. A part of the proceeds from the offering will also be used for the repayment of debt.

Assuming that all new shares are placed and the Greenshoe option is fully exercised, up to 25 percent of Westwing's share capital will be placed in connection with the IPO.

Westwing shares are planned to be listed on the regulated market of the Frankfurt Stock Exchange (ISIN DE000A2N4H07) with simultaneous admission to the Prime Standard. The first day of trading is expected to take place on October 11, 2018. Settlement is expected to occur on October 15, 2018.

The lock-up period in connection with the offering is scheduled to last 24 months for the members of Westwing's management board and 180 days for existing investors and the Company.

Berenberg and Citigroup act as Joint Global Coordinators and Joint Bookrunners.

Following approval by the BaFin, the prospectus will be published on Westwing's corporate website at www.westwing.com.

About Westwing

Westwing is the leading brand and platform in Home and Living eCommerce in Europe with EUR 220m^[1] of revenue in 2017. Through its 'shoppable magazine', Westwing inspires its loyal, mostly female customers with a curated product selection and combines that with gorgeous content. With unparalleled loyalty, Westwing is generating 85 percent of sales from customers who visit the company's sites and apps on average 100 times per year. Westwing's mission is: To inspire and make every home a beautiful home. The company was founded in 2011 and is headquartered in Munich. It is active in eleven European countries.

Contact Media and Investors

Christian Falkowski
cfalkowski@heringschuppener.com
Phone: +49 69 92187464

Disclaimer

This release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. It does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"). The shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of shares of the Company in the United States.

This release is only being distributed to, and is only directed at, (i) persons who are outside the European Economic Area or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). The shares of the Company are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.

This release is not a prospectus for the purposes of Directive 2003/71/EC, as amended (the "Prospectus Directive"), and as such does not constitute an offer to sell, or the solicitation of an offer to purchase, shares of the Company. Investors should not subscribe for any shares referred to in this release except on the basis of the information contained in a prospectus relating to the shares. Such prospectus is still to be published and following such publication, investors will be able to obtain a copy of it from Westwing Group AG, Moosacher Straße 84-88, Munich, Germany, or from the Company's website.

In any member state of the European Economic Area other than Germany and Luxembourg, this release is only addressed to, and is only directed at, "qualified investors" within the meaning of Article 2 para. 1 lit. e) of the Prospectus Directive.

This release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements.

Each of the Company and the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this release, whether as a result of new information, future developments or otherwise.

The Joint Bookrunners, some of which are authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for the Company and no-one else in connection with the planned Offering. They will not regard any other person as their respective clients in relation to the planned Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the planned Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the planned Offering, the Joint Bookrunners and any of their affiliates, may take up a portion of the shares offered in the planned Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares 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 shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their affiliates acting in such capacity. In addition the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of shares of the Company. The 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.

None of the Joint Bookrunners or any of their respective directors, officers, employees, advisers or agents 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 release (or whether any information has been omitted from the release) or any other information relating to Westwing, 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 release or its contents or otherwise arising in connection therewith.

In connection with the placement of the shares in the Company, Joh. Berenberg, Gossler & Co. KG, acting for the account of the underwriters, will act as stabilization manager (the "Stabilization Manager") and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with legal requirements (Article 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).

Stabilization measures aim at supporting the market price of the Company's shares 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 October 11, 2018, and ending no later than 30 calendar days thereafter (the "Stabilization Period"). However, the Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization measures may not necessarily occur and may cease at any time. 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.

In connection with such stabilization measures, investors may, in addition to the New Shares, be allocated up to 660,000 Over-Allotment shares (such number not to exceed 15% of the final number of New Shares placed in the Offering). In addition, Rocket Internet SE has granted the underwriters an option to acquire a number of shares in the Company equal to the number of Over-Allotment Shares at the Offer Price, less agreed commissions (so-called Greenshoe option).

To the extent Over-Allotment Shares are allocated to investors in the Offering, the Stabilization Manager, acting for the account of the underwriters, is entitled to exercise this Greenshoe option if such exercise follows a sale of shares by the Stabilization Manager which the Stabilization Manager had previously acquired as part of stabilization measures (so-called refreshing the shoe). 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.

^[1] Excluding discontinued entities of Brazil, Russia, Kazakhstan.