COOLBLUE DECIDES TO POSTPONE THE INTENDED IPO UNTIL FURTHER NOTICE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Coolblue N.V. (currently Mondhoekie B.V.) (the "Company" and together with its subsidiaries "Coolblue"), a leading and fast-growing ecommerce company operating in the Netherlands, Belgium, and Germany, has decided together with its shareholders to postpone the intended initial public offering (the "IPO" or the "Offering) and listing of its ordinary shares on Euronext Amsterdam until further notice.
Pieter Zwart, Coolblue CEO and Founder
“Today, we decided to postpone the intended IPO until further notice. The current market conditions create uncertainty among investors towards IPOs in particular in the ecommerce space. As entrepreneurs, we are confident we’re on the right track.
I would like to thank everyone at Coolblue and HAL for all the work that has gone into the preparations over the past period. Together, we remain fully committed to pursue our strategy and continue the successful Coolblue journey."
“Vandaag hebben we besloten de voorgenomen beursgang tot nader order uit te stellen. De huidige onzekerheid in de financiële markten zorgt ervoor dat investeerders terughoudend zijn ten opzichte van beursgangen in de ecommerce. Wij als ondernemers hebben het volste vertrouwen in onze huidige koers.
De afgelopen maanden is door heel veel mensen ontzettend hard gewerkt aan alle voorbereidingen, en wij waren er klaar voor. En daar wil ik iedereen heel hard voor bedanken. Niet alleen Coolblue'ers, maar ook de mensen van HAL.
Als grootaandeelhouders blijven we doen waar we goed in zijn, aandelen houden. Samen gaan we er gewoon het aller aller allerbeste jaar van maken in Nederland, België en Duitsland.”
Coolblue is a leading and fast-growing e-commerce company operating in the Netherlands, Belgium, and Germany. With our relentless focus on NPS and EBITDA, we create structural competitive advantages by building leading customer journeys for over 1,100 products. We have an integrated online offering, via our website, the app, our own delivery & installation service, in-house customer service employees, and own physical stores. From our 88,000 square metres energy-positive warehouse, we deliver products to our customers' homes with our blue Coolblue vans and environmentally friendly CoolblueBikes. With over 6,000 Coolblue’ers we exceed customer expectations every single day. In 2020, Coolblue achieved a turnover of 2 billion euros, with an NPS of 68 and an EBITDA of 114 million euros.
This announcement is not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Canada, Australia, South Africa, or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This announcement is for information purposes only, does not purport to be full and complete and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy Securities in any jurisdiction, including the United States, Canada, Australia, South Africa, or Japan. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement does not contain, constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any Securities in the United States. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States, absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register the Securities in the United States or to make a public offering of the Securities in the United States. The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than the Netherlands and Belgium. With respect to any Member State of the European Economic Area, other than the Netherlands and Belgium (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant State. As a result, the Securities may only be offered in Relevant States (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation (EU) No. 2017/1129, as amended (the "Prospectus Regulation"); or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Securities.
In Belgium, an offer to the public of securities may not be made except pursuant to a prospectus that has been passported in Belgium. This implies that the prospectus is passported by the AFM to the Belgian Financial Services and Market Authority. The Company has not authorised any offer to the public of Securities in the United Kingdom. With respect to the United Kingdom no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in the United Kingdom. As a result, the Securities may only be offered in the United Kingdom (i) to any legal entity which is a qualified investor within the meaning of Article 2(e) of Regulation (EU) No. 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK Prospectus Regulation"); or (ii) in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Securities.
This announcement is not an advertisement and does not constitute a prospectus within the meaning of the Prospectus Regulation and does not constitute an offer to acquire securities. Any offer to acquire Securities will be made, and any investor should make his investment, solely on the basis of information that will be contained in the Prospectus to be made generally available in the Netherlands and Belgium in connection with the Offering. When made generally available, copies of the Prospectus may be obtained at no cost from the Company or through the website of the Company. The information in this announcement is subject to change.
In the United Kingdom, this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, "qualified investors" within the meaning of Article 2(e) of UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons in the United Kingdom should not take any action on the basis of this announcement and should not act or rely on it.
No action has been taken by the Company or the Selling Shareholders that would permit an offer of Securities or the possession or distribution of this announcement or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication, or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published, or distributed, should inform themselves about, and observe, such restrictions.
This announcement may include statements, including the Company's financial and operational medium-term objectives that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'', or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events, or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties, and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth, or strategies. Forward-looking statements speak only as of the date they are made.
Each of the Company, the Selling Shareholders, the Underwriters 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.
The Underwriters are acting exclusively for the Company and/or the Selling Shareholders and no one else in connection with any offering of Securities. They will not regard any other person as their respective clients in relation to any offering of Securities and will not be responsible to anyone other than the Company and/or the Selling Shareholders for providing the protections afforded to their respective clients nor for providing advice in relation to any offering of Securities, the contents of this announcement , or any transaction, arrangement, or other matter referred to herein. None of the Underwriters or any of their respective subsidiary undertakings, affiliates, or any of their respective directors, officers, employees, advisers, agents, alliance partners, or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty, or undertaking, express or implied, as to the truth, accuracy, completeness, or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the group, its subsidiaries, or associated companies, whether written, oral, or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, the Underwriters disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.
In connection with the Offer, each of the Underwriters and any of their affiliates, may take up a portion of the Securities in the Offering as a principal position and, in that capacity, may retain, purchase, sell, offer to sell for its own account such Securities and other securities of the Company or related investments in connection with the Offering or otherwise. In addition, each of the Underwriters and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which each of the Underwriters and any of their affiliates may from time to time acquire, hold, or dispose of Securities. None of the Underwriters or their affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.