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Scout24 AG launches public repurchase offer of almost EUR 1 billion

• Key pillar of the roadmap to return capital to shareholders.
• Attractive premium of 10% over the relevant average price.
• Efficient transaction mechanism with high flexibility for shareholders.

Munich / Berlin, 30 March 2021

The Management Board of Scout AG has decided today to make a public repurchase offer for up to 13,976,613 Scout24 shares for a purchase price per share (excluding incidental costs) of EUR 69.66 (the "Offer Price"). The public repurchase offer thus has a total volume of EUR 973.6 million.
 

KEY OFFER PARAMETERS

^{* 3-day volume weighted average price on the Frankfurt stock exchange as of 29 March 2021, based on the closing auction prices and volumes of the Scout24 share in Xetra trading.}
 

The acceptance period of the public repurchase offer begins on 1 April 2021 and ends on 16 April 2021, 24:00 hrs. (Central European Summer Time).

The Scout24 shareholders are entitled to tender rights, with one Scout24 share providing one tender right. In accordance with the tender ratio of 7:1 determined by the Company, 7 tender rights are required to accept the repurchase offer for 1 Scout24 share. The tender rights will be admitted to trading on the regulated market of the Frankfurt Stock Exchange. Thus, Scout24 shareholders have the option to sell their tender rights if they do not or only partly wish to participate in the public repurchase offer. Likewise, Scout24 shareholders have the option to acquire additional tender rights if they wish to tender more Scout24 shares than they can do based on the tender rights allocated to them. The tender rights trading period ends two banking days before the end of the acceptance period.

"The announced repurchase offer represents the key pillar of our capital return roadmap to shareholders. The offer price of EUR 69.66 represents what we consider an attractive premium of 10%. Through the transaction, we intend to return a significant portion of the proceeds from the AutoScout24 transaction to our shareholders. We see this as a very efficient path towards a balanced capital structure that fits our ImmoScout24-focused business model. The chosen transaction mechanism with tradable tender rights offers our shareholders a high degree of flexibility, says Dirk Schmelzer, CFO of Scout24 AG.

The offer volume of up to EUR 973.6 million or up to 13,976,613 shares corresponds to 13.2% of the Scout24 AG share capital (14.3% of the outstanding shares without treasury shares). The shares repurchased by Scout24 under the offer will be immediately redeemed at the closing of the transaction, and the share capital is reduced accordingly.

The measure is based on the resolution on agenda item 7 of the annual general meeting of 18 June 2020 regarding the reduction of the registered share capital through redemption of shares of the Company for a total purchase price (excluding incidental acquisition costs) of up to EUR 1 billion.

Further details of the public repurchase offer can be found in the Company's offer document. This offer document is written in German and will be published before the beginning of the acceptance period on the Company's website under www.scout24.com/investoren/aktie/rueckkaufangebot-2021 as well as subsequently in the German Federal Gazette (www.bundesanzeiger.de). In addition, the Company has prepared a non-binding English translation of the offer document, which is also published on the Company's website under www.scout24.com/en/investors/share/repurchase-offer-2021.
 

About Scout24
Scout24 is one of the leading digital companies in Germany. With the digital marketplace ImmoScout24, for residential and commercial real estate, we successfully bring together homeowners, real estate agents, tenants, and buyers - and we have been doing so for more than 20 years. With around 13.8 million users per month, ImmoScout24 is the market leader for digital real estate listing and search. To digitise the process of real estate transactions, ImmoScout24 is continually developing new products and building up an ecosystem for renting, buying, and commercial real estate in Germany and Austria. Scout24 is a listed stock corporation (ISIN: DE000A12DM80, Ticker: G24) and member of the MDAX and the DAX50 ESG. Further information is available on Twitter and LinkedIn. Since 2012, ImmoScout24 has also been active in the Austrian residential and business real estate market.
 

Investor Relations contact
Ursula Querette
Head of Investor Relations
Tel.: +49 89 262 02 4939
E-Mail: ir@scout24.com

Media Relations contact
Jan Flaskamp
Vice President Communications & Marketing
Tel.: +49 30 24301 0721
E-Mail: mediarelations@scout24.com
 

Important Notice
This announcement may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This communication is not directed at or for transmission to, or use by, any person who is a national or resident of any state, country or other jurisdiction, or who is located in any jurisdiction where the transmission, publication, availability or use of this communication would be contrary to applicable law or would require any registration or license within such jurisdiction.

Neither this announcement nor its contents may be published, sent, distributed or disseminated in the United States of America by any means or instrument of interstate commerce or of foreign trade or of the facilities of any national stock exchange of the United States of America. This includes, but is not limited to, fax transmission, electronic mail, telex, telephone and the Internet. Copies of this announcement and other related documents may not be sent or transmitted to or within the United States of America. Shareholders located or resident in the United States or who are acting for the account or benefit of such persons will not be eligible to participate in the offer or to exercise the tender rights described in this announcement. Offer documents, when issued, will not be distributed or sent into the United States.

This communication does not constitute an offer to purchase securities or a solicitation of an offer to purchase any securities of the Company in the United States of America, Germany or any other jurisdiction.

The information contained in this announcement is subject to amendment, revision and updating. Certain statements, beliefs and opinions in this document are forward-looking, which reflect the Company's or, as appropriate, senior management's current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could cause actual results, including but not limited to the Company's financial position or profitability, to differ materially, also adversely, from those expressed or implied by the forward-looking statements. Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any information contained in this document (including forward-looking statements), whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.