BIKE24 sets final price for private placement at EUR 15.00 per share

• Successful placement of 21.5 million shares with international institutional investors
• Company will receive gross proceeds of around EUR 100 million to further accelerate the international growth course
• First day of trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) is planned for 25 June 2021

Dresden, Germany, 22 June, 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, has set the final price for its private placement at EUR 15.00 per share. In total, 21.5 million bearer shares have been placed with international institutional investors, corresponding to a total volume of EUR 322 million. Based on the final offer price, the market capitalization at the time of the listing amounts to EUR 662 million.

BIKE24 generated gross proceeds of around EUR 100 million from the capital increase carried out as part of the private placement, which will mainly be used to further accelerate the e-commerce platform's international growth course.

Andrés Martin-Birner, CEO and co-founder of BIKE24: "The exchange during the roadshow with the investors was very intensive and valuable and we are delighted by the trust placed in us. We are even more motivated to swiftly drive our company's next development steps in order to further expand our market-leading position in continental Europe."

The private placement comprised 6.7 million new bearer shares from a capital increase. In addition, 12.0 million existing bearer shares, primarily from the holdings of the current majority owner, an affiliate of the European Riverside Fund, were placed with international institutional investors. Further, 2.8 million existing shares were allocated in connection with an over-allotment. The total placement volume amounts to EUR 322 million. BIKE24 intends to provide additional allocation information on its website shortly.

Members of management holding shares have committed to a lock-up period of twelve months. The Company and other existing shareholders are subject to a lock-up of 180 days.

Trading in the Company's shares on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange is expected to commence on 25 June 2021 under the trading symbol BIKE and the international securities identification number (ISIN) DE000A3CQ7F4.

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

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 has been published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) and is 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.

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.