August 5, 2021

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ABOUT YOU plans Frankfurt Stock Exchange listing in Q2 2021

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DGAP-News: ABOUT YOU Holding AG / Key word(s): IPO
27.05.2021 / 07:30
The issuer is solely responsible for the content of this announcement.

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ABOUT YOU plans Frankfurt Stock Exchange listing in Q2 2021

Hamburg, 27 May 2021 – ABOUT YOU Holding AG (“ABOUT YOU”) today announced its intention to list its shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. An accompanying private placement to institutional investors in Germany and in certain other countries is expected to comprise newly issued shares from a capital increase and a secondary component from existing shareholders, which include GfH (Gesellschaft für Handelsbeteiligungen mbH), management and other minority shareholders, as well as shares in connection with possible over-allotments (the “Private Placement”), covered by a greenshoe option provided by Otto (GmbH & Co KG). The planned Private Placement and the first day of trading are expected in the second quarter of 2021, subject to market conditions. ABOUT YOU aims to raise at least €600 million in gross proceeds from the Private Placement, the largest share of which it intends to invest in scaling its commerce operations internationally, accelerating the roll-out of its SaaS business in its technology, media and enabling (TME) segment, and in its tech infrastructure and distribution centers.

Tarek Müller, co-founder and member of the management board responsible for Marketing & Brand: “Today’s announcement marks an exciting step toward realizing our vision of becoming the leading global fashion platform. We have gone from strength to strength since founding ABOUT YOU seven years ago, having established one of the largest European fashion offerings for Generation Y&Z. But this is just the beginning. Fashion e-commerce will become even more digital, mobile, personalized and inspirational in the years to come, and we are in a strong position to lead this transformation. The planned stock market listing will help us seize this unique opportunity by building on our best-in-class technology and software solutions aimed at digitizing the offline shopping stroll.”

Large opportunity in c. €400bn European fashion market, accelerated by offline to online shift
ABOUT YOU operates in the large and growing European fashion market, estimated at c. €400bn in total and c. €75bn for online fashion alone[2] in 2019, with further growth potential based on the accelerating shift from offline to online. With the European online fashion market expected to grow at a CAGR of 10% between 2020 and 2022,[3] and the continued decline of bricks-and-mortar store popularity, ABOUT YOU has a unique opportunity to lead this ongoing market transformation.

ABOUT YOU provides the most inspiring and personalized shopping experience to digital natives, who demonstrate a high affinity for social media, digital marketing and branding, and who often impulse buy their fashion purchases. ABOUT YOU believes this is a highly attractive demographic as online fashion growth will continue to be driven by offline discovery shopping increasingly moving online, fuelled by underlying increasing smartphone and social media usage. Since its foundation, ABOUT YOU has invested heavily into its digital capabilities to target this opportunity, resulting in over 26 million downloads of its state-of-the art app since 2015, giving it a top 3 ranking among iOS apps in the shopping category in the German iOS App Store.[4]

ABOUT YOU’s integrated, AI-driven platform, represents the ideal e-commerce offering for this cohort, which is attracted by the company’s unparalleled network of cooperations, comprising more than 10,000 influencers, its curated assortment of individual brands, inspiring presentation, superior personalization and creative content. This has made ABOUT YOU the preferred destination for Generation Y&Z.

Europe’s fastest-growing fashion platform for young, fashion-conscious customers in 23 markets
With a mission to digitize the shopping stroll, ABOUT YOU has become Europe’s fastest-growing fashion platform at scale. Its highly personalized product offering and immersive online shopping experience with inspirational content have made it the preferred destination for a Generation Y&Z customer base in 23 continental European markets. Created as a hybrid platform featuring own inventory (1P) and third-party inventory products (3P), ABOUT YOU is a key partner to fashion brands, which benefit from the company’s broad customer base and ability to engage with a young, digital native and social media driven audience. Through its technology, media and enabling (TME) segment, ABOUT YOU also provides its proprietary technology infrastructure as a software as a service (SaaS) solution to other brands and retailers with its ABOUT YOU Commerce Suite (T), offers ad formats for brands (M), and 360 e-commerce services to brands and retailers (E).

Superior economics driving strong growth across all segments
ABOUT YOU combines a strong growth profile with a group net revenue CAGR of over 90% since its foundation in 2014 and a proven path to profitability. Its mobile-first, data-driven and highly personalized approach allowed the company to successfully respond to COVID-19 related declines in the overall fashion market to exceed the €1bn-mark in group net revenues for the first time in its history, and it ended the 2020/21 financial year[5] with a 57% YoY increase in net revenues to €1.17bn.

More than half of group net revenues (FY 2020/21: €660m) are currently generated in the company’s core DACH segment, which grew 29% YoY with an adjusted EBITDA margin of 6% in FY 2020/21. ABOUT YOU’s Rest of Europe segment further strengthened its footprint through 13 new market launches[6] in the past financial year alone, as well as strong ongoing growth in existing international markets, resulting in growth of 145% YoY to €464m net revenues. At the same time, the segment also improved its adjusted EBITDA margin to (18%) in FY 2020/21 from (29%) a year earlier.

ABOUT YOU’s TME segment, which comprises the ABOUT YOU Commerce Suite, is also a crucial contributor to the company’s continued strong growth and adjusted EBITDA improvement. TME net revenues grew 61% YoY to €84m in FY 2020/21, and the segment turned profitable with a full-year adjusted EBITDA margin of 12%.[7] A key driver of this growth and profitability was the ABOUT YOU Commerce Suite, which offers the company’s full technological platform as a white-label solution for brands’ and retailers’ own digital channels. More than 60 external shops are live on the ABOUT YOU Commerce Suite as of March 2021, where they benefit from the full breadth and scale of ABOUT YOU’s proprietary tech innovations that can help them achieve lower costs and greater speed.

Proprietary tech platform and mobile-first approach based on a hybrid business model
ABOUT YOU has revolutionized the fashion shopping stroll by building a fully integrated end-to-end proprietary technology platform, which harnesses artificial intelligence and machine learning to offer a superior experience to customers and partners alike, thanks to personalization. Its agile, cloud-based platform serves the entire e-commerce value chain. ABOUT YOU is a mobile-first company and has been particularly successful in adapting to the increasing relevance of mobile devices for e-commerce among its target audience. Approximately 85% of user sessions were conducted via mobile devices in FY2020/21[8], indicating that ABOUT YOU created an online as well as mobile shopping experience that is substantially more convenient than physical fashion stores. The greatest proof of ABOUT YOU’s tech platform is the ABOUT YOU Commerce Suite, that productizes its proprietary tech structure and is further complemented by a 360 e-commerce service portfolio.

To meet changing consumer demand, ABOUT YOU’s hybrid business model combines the seamless integration of own inventory (1P) and third-party stock (3P), offering over 400,000 products from over 2,000 brands with an asset-light fulfilment infrastructure. ABOUT YOU is the partner of choice for Europe’s leading fashion brands, offering businesses the opportunities to sell at scale through 1P, and to test and grow new products and brands under 3P. Partners benefit from a tailored, end-to-end e-commerce solution in one digital ecosystem, the latest product and technology innovations, and unprecedented access to a broad, loyal, and growing young customer base, with more than 30m monthly active users. Customers benefit from an intuitive and personalized shopping experience, user-friendly interfaces, and a seamless website and app experience geared towards technology-enabled, mobile shopping.

Proven go-to-market playbook for continued expansion
ABOUT YOU was founded in 2014 by Tarek Müller, Hannes Wiese and Sebastian Betz as a subsidiary of Otto Group. In the following years, the company developed its proprietary state-of-the-art technology stack, enabling the swift and successful expansion of its commerce operations across 23 European markets currently. Using a proven data- and technology-led playbook, the company established a large and growing e-commerce fashion presence in its core DACH region, entered the Belgian and Dutch markets in 2017, and has been expanding into new CEE geographies since 2018[9], where it quickly established market leadership[10]. In 2018, Heartland[11] acquired a 28.9% shareholding in ABOUT YOU. Building on its successful expansion in recent years, ABOUT YOU is launching into additional markets, with its focus primarily on Scandinavia and Southern Europe, to build a truly pan-European digital fashion offering.

A leading platform for more sustainable fashion
Consumers – particularly those in ABOUT YOU’s core Generation Y&Z target group – are increasingly demanding sustainable fashion choices. ABOUT YOU is uniquely placed to become a European sustainable fashion leader. Living up to its societal responsibility and combining financial success with socially sound and sustainable business practices are key pillars of ABOUT YOU’s business model[12]. Demonstrating its strong progress against its sustainability goals, the company’s own operations (including all fulfilment services) became CO₂ emissions neutral in October 2020[13] and it has set itself science-based emission reduction targets in line with the Paris climate agreement and approved by the Science Based Target Initiative[14]. In October 2020, ABOUT YOU also launched its secondhand offering, Second Love. By the end of the fiscal year 2020/21, more than 400,000 quality-proved secondhand items were available in this fast-growing category.

Deutsche Bank, Goldman Sachs, and J.P. Morgan are acting as Joint Global Coordinators and Joint Bookrunners, with Numis Securities, Société Générale and UBS Investment Bank also acting as Joint Bookrunners. Lilja & Co. is the independent advisor to Otto Group, its affiliates and ABOUT YOU. MW&L Capital Partners are the financial advisers to Heartland A/S.

About ABOUT YOU
ABOUT YOU digitizes the classic shopping stroll by creating an inspiring and personalized shopping experience on the smartphone. At ABOUT YOU the focus is on the customers, who are supported in expressing themselves individually through fashion. On the website aboutyou.com and the multi-award-winning ABOUT YOU app, customers find versatile inspiration and a range of more than 400,000 items from over 2,000 brands. With more than 30 million unique monthly active users, ABOUT YOU is one of the largest fashion and lifestyle platforms in Europe. It is currently active in 23 European markets. With the ABOUT YOU Commerce Suite, the fashion tech company also offers its own e-commerce infrastructure as a licensed product.

Additional links:
Investor relations: ir.aboutyou.de
Corporate site: corporate.aboutyou.de
Responsibility report: corporate.aboutyou.de/responsibility
Commerce Suite: commercesuite.aboutyou.com

Media contact
Ann-Christine Klesper | Corporate Communications
[email protected]
+49 160 805 0129

Knut Engelmann | Kekst CNC
[email protected]
+49 174 234 2808

Investor Relations contact
Julia Stoetzel | Head of Investor Relations
[email protected]
+49 40 638 569 359
+49 171 3575 103

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 ABOUT YOU Holding AG (“ABOUT YOU”) 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 ABOUT YOU should only be made on the basis of the securities prospectus which will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) and will be available free of charge on the website of ABOUT YOU.

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 ABOUT YOU 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 ABOUT YOU nor Deutsche Bank AG, Goldman Sachs Bank Europe SE, J.P. Morgan AG, Numis Securities Ltd, Société Générale and UBS Europe SE (together, the “Underwriters”) nor any of their respective affiliates 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.

This announcement also contains certain financial measures that are not recognized under International Financial Reporting Standards (“IFRS”). These non-IFRS measures are presented because ABOUT YOU believes that they and similar measures are widely used in the markets in which it operates as a means of evaluating ABOUT YOU’s operating performance and financing structure. They may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles.

The Underwriters are acting exclusively for ABOUT YOU and the selling shareholders and no-one else in connection with the planned Private Placement. They will not regard any other person as their respective clients in relation to the planned Private Placement and will not be responsible to anyone other than ABOUT YOU and the selling shareholders for providing the protections afforded to its 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 planned Private Placement, the Underwriters and their respective affiliates may take up a portion of the shares offered in the Private Placement as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of ABOUT YOU or related investments in connection with the planned Private Placement or otherwise. In addition, the Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of shares of ABOUT YOU. The Underwriters do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective directors, officers, 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 release (or whether any information has been omitted from the release) or any other information relating to ABOUT YOU, 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 release or its contents or otherwise arising in connection therewith.

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.

[1] Adjusted EBITDA defined as Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) adjusted for (i) equity-settled share-based payment expenses, (ii) restructuring charges and (iii) non-recurring items.
[2] Volumes as of 2019; Euromonitor
[3] Source: Euromonitor
[4] Source: iOS App Store, as of January 5, 2021
[5] Financial year ends in February
[6] New market launches in FY 2020/21: Estonia, Latvia, Lithuania, Slovenia, Croatia, Bulgaria, France, Spain, Italy, Denmark, Sweden, Finland and Ireland.
[7] Due to reconciliation, the sum of the three segments does not add up to total net revenue
[8] Fiscal year ended February 28, 2021.
[9] CEE countries included: Poland, Czech Republic, Slovakia, Hungary and Romania, Estonia, Latvia, Lithuania, Slovenia, Croatia and Bulgaria
[10] Based on brand awareness in the crucial 16-49 age group, based on market study conducted by Ipsos on behalf of ABOUT YOU
[11] The holding company representing the interests of the Holch Povlsen family and their family business, BESTSELLER
[12] Link to Responsibility Report
[13] As evidenced by ClimatePartner certification https://fpm.climatepartner.com/tracking/14439-2009-1001/en
[14] https://sciencebasedtargets.org/companies-taking-action

27.05.2021 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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