BERLIN, JULY 30, 2020 // Zalando SE, Europe's leading online platform for fashion and lifestyle ("Zalando" or the "Company", ISIN: DE000ZAL1111, Frankfurt Stock Exchange: ZAL) placed two tranches ("Tranche A" and "Tranche B") of unsubordinated, unsecured convertible bonds with an aggregate principal amount of EUR 500 million due on or around 6 August 2025 (Tranche A) and with an aggregate principal amount of EUR 500 million due on or around 6 August 2027 (Tranche B) (the "Bonds"). The Bonds in a denomination of EUR 100,000 each will be convertible into new and/or existing no-par value ordinary bearer shares of Zalando (the "Shares").
The proceeds from the issue of the Bonds will be used to support the company's continued growth strategy, to pursue strategic opportunities that may arise and for general corporate purposes.
The Bonds of Tranche A were priced at 100.88% of their principal amount with an annual coupon of 0.05% p.a. corresponding to an annual gross yield to maturity of -0.125% p.a. The Bonds of Tranche B were priced at 100% of their principal amount with an annual coupon of 0.625% p.a. corresponding to an annual gross yield to maturity of 0.625% p.a. The initial conversion price amounts to EUR 87.6375 (Tranche A) and EUR 92.25 (Tranche B), respectively, representing a conversion premium of 42.5% (Tranche A) and 50.0% (Tranche B), respectively, above the reference price of EUR 61.50 (i.e. the placement price per share determined in the concurrent offering of existing shares (as described below)). Unless previously converted, redeemed or repurchased and cancelled, the Bonds of each Tranche will be redeemed at their principal amount at their respective maturity.
The Bonds were offered by way of an accelerated bookbuilding procedure to institutional investors outside the United States of America (the "United States") as well as outside of Australia, Japan, South Africa and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law (the "Offering"). The pre-emptive rights (Bezugsrechte) of existing shareholders of the Company to subscribe for the Bonds are excluded.
The Bonds are expected to be settled on or around 6 August 2020. Following the closing and settlement of the Offering and the issuance of the Bonds, the Company intends to arrange for the Bonds to be admitted to trading on the Open Market Segment (Freiverkehr) of the Frankfurt Stock Exchange.
The Company may redeem all, but not some only, of the outstanding Bonds at their principal amount plus accrued interest with effect (i) on or after 27 August 2023 (Tranche A) and on or after 27 August 2025 (Tranche B), respectively, if the price of the Company's share is equal to or exceeds 130% (Tranche A) and 150% (Tranche B) , respectively, of the prevailing conversion price within a certain period, or (ii) if less than 15% of the aggregate principal amount of the Bonds of the relevant Tranche originally issued are outstanding.
The Company receives aggregate gross proceeds of EUR 1,004.4 million from the two Tranches of Bonds.
As part of the transactions, the Company has agreed to a lock-up period of 90 days, subject to customary exemptions.
J.P. Morgan and Morgan Stanley acted as Joint Global Coordinators and, together with BNP Paribas and UniCredit, as Joint Bookrunners on the transaction.
Concurrent Offering of Existing Shares by the Joint Bookrunners
The Joint Bookrunners have concurrently placed approximately 2.80 million existing shares of the Company on behalf of buyers of the Bonds who wished to sell such shares in short sales to hedge the market risk of an investment in the Bonds at a placement price of EUR 61.50 per share. The Company will not receive any proceeds from such placement.
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This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Japan, Australia, South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document 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 the Company 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 "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 Securities Act.
In the United Kingdom, this announcement 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) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, 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.
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).
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the UK. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.
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.
This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "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. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.