Final offer price for DOUGLAS AG shares set at 26.00 euro per share

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.

First day of trading on March 21 at the Frankfurt Stock Exchange

Final offer price for DOUGLAS AG shares set at 26.00 euro per share

• Placement of 34,192,455 shares in total, corresponding to a total offer size of around 890 million euro
• Placement of 32,692,308 newly issued shares, corresponding to gross proceeds of around 850 million euro
• Secondary placement of 1,500,147 shares to allow participants in management equity programs to cover tax obligations in connection with the IPO
• Market capitalization of around 2.8 billion euro; expected free float of around 31.8%
• CVC Capital Partners indirectly holds around 54.4%, Kreke family indirectly holds around 10.2% after the IPO

Düsseldorf, March 19, 2024 – The DOUGLAS Group, Europe’s number one omnichannel premium beauty destination[1], together with its shareholder Kirk Beauty International S.A. (“the Selling Shareholder”), a holding company majority-owned by funds advised by global private equity firm CVC Capital Partners as well as the Kreke family, has set the final offer price at 26.00 euro per share today.

In total, 34,192,455 shares are being placed with investors, thereof 32,692,308 newly issued shares and 1,500,147 existing shares from the holdings of the Selling Shareholder which will allow participants in management equity programs to cover tax obligations in connection with the IPO. CVC Capital Partners and the Kreke family remain main indirect shareholders after the IPO and do not sell any shares at the IPO. The total offer size amounts to around 890 million euro with gross proceeds for DOUGLAS AG of around 850 million euro, which corresponds to a market capitalization of DOUGLAS AG of around 2.8 billion euro.

Sander van der Laan, CEO DOUGLAS Group, said: “The significant investor interest in the DOUGLAS Group underlines the exceptional work our team has accomplished in recent months. We look forward to continuing to drive our long-term growth with our strategy ‘Let it Bloom’ to further meet our customer needs and offer a unique assortment of the most relevant and distinctive range of brands.”

Following completion of the IPO, the free float is expected to be around 31.8%. CVC Capital Partners and the Kreke family retain their indirect investments resulting in indirect holdings of around 54.4% for CVC Capital Partners and around 10.2% for the Kreke family.

The shares of DOUGLAS AG are expected to be trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange from March 21, 2024, on. The DOUGLAS AG’s trading symbol is DOU, the German securities code (WKN) is BEAU7Y, and the international securities identification number (ISIN) is DE000BEAU7Y1. The settlement and closing of the offering are planned for March 25, 2024.

Citigroup and Goldman Sachs were acting as Joint Process Banks, Joint Global Coordinators and Joint Bookrunners in connection with the concluded transaction. Deutsche Bank, UBS, and UniCredit were acting as additional Joint Global Coordinators and Joint Bookrunners. BNP Paribas, CVC Capital Markets and Jefferies had also been appointed as Joint Bookrunners. Intesa Sanpaolo, LBBW and RBI acted as additional Co-Lead Managers.

Further information on the IPO is available in the IR section of the DOUGLAS Group website.

About the DOUGLAS Group

The DOUGLAS Group, with its commercial brands DOUGLAS, NOCIBÉ, Parfumdreams and Niche Beauty, is the number one omnichannel premium beauty destination in Europe. The DOUGLAS Group is inspiring customers to live their own kind of beauty by offering a unique assortment online and in around 1,850 stores. With unparalleled size and access to customers, the DOUGLAS Group is the partner of choice for brands and offers a premium range of selective and exclusive brands as well as own corporate brands. The assortment includes fragrances, color cosmetics, skin care, hair care, accessories as well as beauty services. Strengthening its successful omnichannel positioning while consistently developing superior customer experience is at the heart of the DOUGLAS Group strategy “Let it Bloom – DOUGLAS 2026”. The winning business model is underpinned by the Group’s omnichannel proposition, leading brands, and data capabilities. In the financial year 2022/23, the DOUGLAS Group generated sales (net) of 4.1 billion euro and employed around 18,000 people across Europe.

For more information visit the DOUGLAS Group website.

Press Contact DOUGLAS Group

Peter Wübben
SVP Group Communications & Sustainability
Phone: +49 211 16847 6644
E-Mail: pr@douglas.de

Investor Relations Contact DOUGLAS Group

Stefanie Steiner
Director Investor Relations and M&A
Phone: +49 211 16847 8594
E-Mail: ir@douglas.de

Important Notice

This announcement is an advertisement for the purposes of the prospectus regulation EU 2017/1129, as amended (“Prospectus Regulation”). It does not constitute an offer to purchase any shares in DOUGLAS AG and does not replace the securities prospectus which will be available free of charge, together with the relevant translation(s) of the summary, on DOUGLAS Group's website at https://douglas.group/en/investors/ under the “Listing” section. The approval of the securities prospectus by the German Federal Financial Supervisory Authority (“BaFin”) should not be understood as an endorsement of the investment in any shares in DOUGLAS AG. Investors should purchase shares solely on the basis of the prospectus (including any supplements thereto, if any) relating to the shares and should read the prospectus which is yet to be published (including any supplements thereto, if any) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Investment in shares entails numerous risks, including a total loss of the initial investment.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, South Africa, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

Neither this announcement nor the publication in which it is contained is for publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, including its territories and possessions, any state of the United States and the District of Columbia (the “United States”). The information in this announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares in DOUGLAS AG in any jurisdiction. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, in or into the United States absent such registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act, in each case in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities in the United States.

Subject to certain exceptions under applicable law, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the securities in Australia, Canada, South Africa or Japan.

In member states of the European Economic Area (other than Germany), this announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation.

In the United Kingdom, this announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129 and amendments thereto) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) are high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons being referred to as “relevant persons”). In the United Kingdom, this announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons and it should not be relied on by anyone other than a relevant person.

This announcement does not purport to contain all information required to evaluate the Company and/or its financial position and, in particular, is subject to amendment, revision, verification, correction, completion and updating in its entirety. None of (i) DOUGLAS AG, Kirk Beauty International S.A. (the “Selling Shareholder”), Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE, Deutsche Bank Aktiengesellschaft, UBS AG London Branch, UniCredit Bank GmbH, BNP PARIBAS, Jefferies GmbH, CVC Capital Markets S.à r.l., Intesa Sanpaolo S.p.A., Landesbank Baden-Württemberg, and Raiffeisen Bank International AG (together the “Banks”, and together with DOUGLAS AG and the Selling Shareholder, the “Persons”), or any of the respective directors, officers, personally liable partners, employees, agents, affiliates, shareholders or advisers of such Persons may notify you of changes nor is under an obligation to update or keep current the announcement or to provide the recipient thereof with access to any additional information that may arise in connection with it, save for the making of such disclosures as are required by mandatory provisions of law. This announcement does not constitute investment, legal, accounting, regulatory, taxation or other advice.

No person is authorized to give any information or to make any representation not contained in and not consistent with the announcement and, if given or made, such information or representation must not be relied upon as having been authorized by or on behalf of DOUGLAS AG or any Person.

This announcement may contain forward-looking statements which reflect DOUGLAS AG’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or developments and the actual outcome could differ materially from the forward-looking statements. Each of the Banks 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 Banks are acting exclusively for DOUGLAS AG and the Selling Shareholder and no-one else in connection with the planned offering of shares of DOUGLAS AG (the “Offering”). They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than DOUGLAS AG and the Selling Shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, the Banks and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of DOUGLAS AG and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of DOUGLAS AG or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus, once published, to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Banks and any of their affiliates acting as investors for their own accounts.

In addition, certain of the Banks or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which such Banks (or their affiliates) may from time to time acquire, hold or dispose of DOUGLAS AG’s shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks or any of their respective affiliates, directors, officers, personally liable partners, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to DOUGLAS AG, 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.

In connection with the Offering, Goldman Sachs Bank Europe SE, as stabilization manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, 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 in conjunction with Articles 5 through 7 of Commission Delegated Regulation (EU) 2016/1052) of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of DOUGLAS AG during the stabilization period, such period starting on the date the DOUGLAS AG’s shares commence trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be March 21, 2024, 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. The stabilization manager is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise. However, there will be no obligation on the stabilization manager or any of its agents to effect stabilizing transactions and there is no assurance that stabilizing transactions will be undertaken. Stabilization measures may be undertaken at the following trading venues: Frankfurt Stock Exchange, Xetra, BATS Europe, Chi-X Exchange, Munich Stock Exchange, Stuttgart Stock Exchange, Turquoise MTF. Such stabilizing measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilize the market price of DOUGLAS AG’s shares above the offer price. Save as required by law or regulation, neither the stabilization manager nor any of its agents intends to disclose the extent of any stabilization transactions conducted in relation to the Offering.

The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which  any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such share are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares in compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

The date of the admission to trading of shares of DOUGLAS AG on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (together, the “Admission”) may be influenced by things such as market conditions. There is no guarantee that Admission will occur and no financial decision should be based on the intentions of DOUGLAS AG in relation to Admission at this stage. Acquiring investments to which this release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This release does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

^[1] Based on the DOUGLAS Group’s position across its five largest countries Germany, France, Italy, The Netherlands, and Poland taken together. Source: OC&C analysis (2023)