Head of Corporate Communications
These materials are 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. These materials do 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 the shares in the United States.
This document is not a prospectus for the purposes of Directive 2003/71/EC, as amended by Directive 2010/73/EU, (the “Prospectus Directive”) and as such does not constitute an offer to sell or the solicitation of an offer to purchase shares of Siemens Healthineers AG. The offer period for the securities has already ended.
In any EEA Member State other than Germany and Luxembourg that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive.
In the United Kingdom, this communication is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) 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 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 document or any of its contents.
This communication contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of Siemens Healthineers AG. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those described in such statements. Siemens Healthineers AG does not assume any obligations to update any forward-looking statements.
Each of Siemens AG, Siemens Healthineers AG and their respective affiliates 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.
Disclosure in accordance with Articles 6(1) and 8 of Commission Delegated Regulation (EU) 2016/1052 regarding potential stabilization measures
In connection with the placement of the shares, Goldman Sachs International, 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 Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse 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 Siemens Healthineers AG during the stabilization period, such period starting on the date Siemens Healthineers AG’s shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be March 16, 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 may not necessarily occur and it may cease at any time. Stabilization measures may be undertaken at the Frankfurt Stock Exchange, Xetra, BATS Europe, Berlin Stock Exchange, Bremen Stock 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.
In connection with such stabilization measures, investors will be allocated additional 19,565,217 shares of Siemens Healthineers AG (15% of the base shares offered in the IPO) (the “Overallotment Shares”). In addition, Siemens Beteiligungsverwaltung GmbH & Co. OHG (the “Selling Shareholder”) has granted the underwriters an option to acquire a number of shares in Siemens Healthineers AG equal to the number of Overallotment Shares at the offer price, less agreed commissions (so-called Greenshoe option). To the extent Overallotment Shares are allocated to investors in the IPO, 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).