15. June 2021

BIKE24 sets price range for planned private placement at EUR 15.00 to EUR 19.00 per share

DGAP-News: BIKE24 Holding AG / Key word(s): IPO
15.06.2021 / 08:00
The issuer is solely responsible for the content of this announcement.

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BIKE24 sets price range for planned private placement at EUR 15.00 to EUR 19.00 per share

  • The price range implies a market capitalization of between EUR 662 million and EUR 812 million
  • The private placement targets proceeds for BIKE24 from a capital increase of c. EUR 100 million through issuance of up to 6,666,666 new shares and also includes the sale of up to 12,000,000 existing shares, mainly from the current majority shareholder (together, the "Base Shares")
  • The primary proceeds will be used, among other things, to further accelerate BIKE24's growth trajectory and continue its international expansion in line with its predefined growth strategy
  • The final placement can be increased by an upsize option in the amount of up to 3,733,333 million existing shares ("Upsize Shares")
  • In addition, up to 3,359,999 existing shares may be allocated through over-allotments, provided that such over-allotment shares will not exceed 15 percent of the final number of Base Shares and Upsize Shares, if any, actually placed in the private placement
  • Assuming placement of all shares, including Base Shares, Upsize Shares and Over-Allotment Shares, free float is expected to amount to up to 58 percent following the private placement
  • The private placement is expected to commence on June 16, 2021 and is expected to end on June 22, 2021; the first trading day on the regulated market of the Frankfurt Stock Exchange (Prime Standard) is currently scheduled for June 25, 2021


Dresden, Germany, June 15, 2021 - Bike24 Holding AG ("the Company" or, together with its subsidiaries, "BIKE24"), one of the leading e-commerce bike platforms in continental Europe with a focus on the premium segment, today set the price range for its planned private placement at EUR 15.00 to EUR 19.00 per share. The final placement price will be determined through a bookbuilding process. The price range implies a market capitalization between EUR 662 million and EUR 812 million. The placement period will start tomorrow on June 16, 2021 and is expected to end on June 22, 2021, with the first trading day on the regulated market of the Frankfurt Stock Exchange (Prime Standard) scheduled for June 25, 2021. The trading code of the shares of BIKE24 is BIKE, ISIN DE000A3CQ7F4.

"We have a performant and scalable platform and we are convinced that the listing on the stock exchange as the next logical step will be a catalyst for our growth strategy. We are one of the leading e-commerce providers around bicycles and with our increasing international presence, we also want to play an active role in the shift towards sustainable and green mobility solutions in our markets," says Andrés Martin-Birner, CEO and co-founder of BIKE24.

BIKE24 plans to significantly expand its business in the coming years. In the past three years, the e-commerce platform, which offers a full range of bicycle-related products, had already achieved strong growth averaging 30 percent per year, as well as double-digit EBITDA margins. In 2020, BIKE24 generated revenues of EUR 199.2 million, an increase of around 45 percent on the previous year, while adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) rose by more than 70 percent to EUR 26.7 million. This corresponds to a margin of 13.4 percent.

The targeted gross proceeds from the private placement of around EUR 100 million will be used in particular to further accelerate the growth course of the profitable e-commerce platform. To this end, BIKE24 plans, among other things, to open local online stores in selected markets in continental Europe and to establish a fulfillment infrastructure abroad. In addition, BIKE24 will further improve the customer shopping experience through the use of new technologies. In addition, part of the proceeds will be used to optimize the financing structure by refinancing existing bank liabilities.

The private placement to institutional investors in Germany and certain countries outside Germany is intended to comprise up to 6,666,666 newly issued no-par value ordinary bearer shares from a cash capital increase (the "New Shares"). In addition, up to 12,000,000 ordinary bearer shares (the "Existing Shares") shall be placed mainly from the holdings of the current majority shareholder, an affiliate of Riverside Europe Fund. The final number of shares to be placed can be increased based on an upsize option in the amount of up to 3,733,333 existing shares ("Upsize Shares"). In addition, up to 3,359,999 existing shares may be allocated through over-allotments, provided that such over-allotment shares will not exceed 15 percent of the final number of Base Shares and Upsize Shares, if any, actually placed in the private placement.

The Supervisory Board members Ralf Kindermann (Chairman) and Bettina Curtze have indicated that they intend to participate by purchasing shares in the private placement at the final offer price. The BIKE24 founders and management team will not sell any shares as part of the private placement. The principal shareholder intends to partially sell its stake in the Company in order to ensure sufficient free float and liquidity in the market. The principal shareholder will continue to hold a significant stake in the Company. A lock-up period of 180 days is planned for the Company and the existing shareholders, and twelve months for the management members holding shares.

Depending on the total offer size, the expected free float would amount to up to 58 percent (assuming full exercise of the upsize option and full over-allotments).

Berenberg and JP Morgan are acting as Joint Global Coordinators and Joint Bookrunners for the transaction.

The approval of the listing prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) is expected later today. After approval, the prospectus will be made available on BIKE24's website https://corporate.bike24.com/ in the "Investor Relations" section.
 

Media contact:
Bettina Fries
E-Mail: presse@bike24.net
+49 172 2976243

Investor Relations:
Thomas Schnorrenberg
E-Mail: ir@bike24.net
+49 151 46531317
 

About BIKE24
BIKE24 is one of continental Europe's leading e-commerce bike platforms. The online retailer with a focus on the premium segment is the central contact point for the fast-growing community of bicycle enthusiasts and thus promotes green mobility. Founded in Dresden in 2002 by CEO Andrés Martin-Birner, Falk Herrmann and Lars Witt, responsible for Legal & Own Brands, the company has quickly developed into one of continental Europe's leading companies as well as a globally active online retailer in this fast-growing market. The online shop offers customers 77,000 products from more than 800 brands. This gives BIKE24 the widest range of branded products in the sector in continental Europe. The online bike platform is already present with three local webshops in Germany (BIKE24.de), Austria (BIKE24.at) and Spain (BIKE24.es) in continental Europe. In addition, the international shop (BIKE24.com) supplies customers all over the world.
 

Disclaimer
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of Bike24 Holding AG (the "Company") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. 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 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.
This publication constitutes neither an offer to sell nor a solicitation to buy securities. No public offer will be made. An investment decision regarding securities of the Company should only be made on the basis of the securities prospectus which will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) and will be available free of charge on the website of the Company.
In member states of the European Economic Area and the United Kingdom, any offering mentioned in this publication will only be addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, in the case of the United Kingdom, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. In addition, in the United Kingdom, this document is only being distributed to and 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"), (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) are persons to whom an invitation or inducement to engage in 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 lawfully be 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.
Certain statements contained in this release may constitute "forward-looking statements" that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by the Company that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. Neither the Company nor any of the underwriters nor any of their respective affiliates nor any other person assume any obligation to update, and do not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this release, whether as a result of new information, future events or otherwise, except as otherwise required by law.
This announcement also contains certain financial measures that are not recognized under International Financial Reporting Standards ("IFRS"). These non-IFRS measures are presented because the Company believes that they and similar measures are widely used in the markets in which it operates as a means of evaluating the Company's operating performance and financing structure. They may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles.

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 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 Bike24 Holding AG (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 June 25, 2021, and ending no later than 30 calendar days thereafter (the "Stabilization Period"). Stabilization transactions 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. Therefore, stabilization may not necessarily occur and it may cease at any time. Stabilization measures may be undertaken at the following trading venues: Xetra.
In connection with such stabilization measures, investors may be allocated additional shares of the Company of up to 15% of the new and existing shares actually placed in the private placement (the "Overallotment Shares"). The selling shareholders granted the Stabilization Manager, acting for the account of the underwriters, an option to acquire a number of shares in the Company equal to the number of Overallotment Shares at the offer price, less agreed commissions (so-called Greenshoe option). To the extent Overallotment Shares were allocated to investors in the private placement, the Stabilization Manager, acting for the account of the underwriters, is entitled to exercise this option during the Stabilization Period even if such exercise follows any sale of shares by the Stabilization Manager which the Stabilization Manager had previously acquired as part of any stabilization measures (so-called refreshing the shoe).

THIS DOCUMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.



15.06.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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