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CHRONEXT AG: sets price range at CHF 16 to CHF 21 per share

·17-min read

EQS Group-News: CHRONEXT AG / Key word(s): IPO
28.09.2021 / 07:25

FOR RELEASE IN SWITZERLAND - THIS IS A RESTRICTED COMMUNICATION AND YOU MUST NOT FORWARD IT OR ITS CONTENTS TO ANY PERSON TO WHOM FORWARDING THIS COMMUNICATION IS PROHIBITED BY THE LEGENDS CONTAINED HEREIN. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Press Release
Zug, Switzerland, 28 September 2021

CHRONEXT AG sets price range at CHF 16 to CHF 21 per share

- The all-primary Offering comprises 9,524,000 new shares, with an over-allotment option of up to 1,428,600 shares, or 15% of total shares sold in the IPO (over-allotment option)

- The price range implies an offer size of approximately CHF 152 million to CHF 200 million, and CHF 175 million to CHF 230 million if the over-allotment option is exercised in full

- Assuming full placement of the offered shares and full exercise of the over-allotment option, the market capitalization will be CHF 520-680 million with a free float of approximately 32.5%. The market capitalisation will further increase to CHF 540-702 million upon conversion of a convertible loan at IPO

- CHRONEXT expects to receive gross proceeds of approximately CHF 152 million to CHF 200 million, predominantly to drive organic growth

- The offer period commences today, 28 September 2021, and is expected to end on or around 6 October 2021

- The listing and the first day of trading are expected to take place on or around 8 October 2021

Zug, 28 September 2021 - CHRONEXT AG ("CHRONEXT" or the "Company"), a leading and fast-growing digital platform for buying and selling new and pre-owned luxury watches offering an exclusive on- and offline customer experience, today announced the launch of its initial public offering (IPO) on the SIX Swiss Exchange AG (SIX). The publication of the offering memorandum and the start of the book-building will take place today, 28 September 2021.

Offering summary

The Offering announced today comprises 9,524,000 new shares, newly issued out of the Company's ordinary share capital against cash contributions. Additionally, the existing shareholders will make up to 1,428,600 existing shares available for a possible over-allotment comprising up to 15% of the shares sold in the IPO (over-allotment option). The price range for the offered shares has been set at CHF 16.00 to CHF 21.00 per share and will result in an offer size of approximately CHF 152 million to CHF 200 million, or CHF 175 million to CHF 230 million if the over-allotment option is exercised in full.

After completion of the Offering and assuming that all 9,524,000 new shares will be sold in the Offering, the existing shareholders will continue to hold approximately 22,937,860 shares and 68.0% of the voting rights in the Company, or 21,509,260 shares and 63.8% of the voting rights if the over-allotment option is exercised in full. 1,266,240 shares, equivalent to 3.8% of the voting rights, will be held in treasury by the Company. The free float will be 28.2%, or 32.5% if the over-allotment option is exercised in full.

Philipp Man, CEO and Co-Founder of CHRONEXT: "CHRONEXT's planned IPO is an important strategic milestone for the company since we began our journey in 2013. Listing in Zurich will give CHRONEXT the financial flexibility to conquer growth in the luxury watch sector and establish a strong foundation from which to seek further organic and inorganic expansion. I am delighted that investor interest in our offering has been so strong, and I am now looking forward to taking this next step as a listed company."

The book-building process commences today, 28 September 2021, and is expected to end at 12:00 (CEST) on 6 October 2021 for retail and private banking orders, and at 14:00 (CEST) on 6 October 2021 for institutional orders. The final offer price is expected to be published on or around 7 October 2021. Trading of the shares is expected to take place on or around 8 October 2021. CHRONEXT's trading symbol will be CXT and its ISIN is CH1127278153.

This Offering consists of: (i) a public offering in Switzerland; (ii) private placements in certain jurisdictions outside the United States and Switzerland in accordance with applicable securities laws and on the basis of exemptions provided by the Prospectus Regulation; and (iii) an offering in the United States only to "qualified institutional buyers" as defined in, and in reliance upon, Rule 144A or pursuant to another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. All offers and sales outside the United States will be made in compliance with Regulation S under the Securities Act.

In light of the Company's rapid growth to date, the Company and the existing shareholders believe that the Offering represents a natural next step in the Company's development. In particular, the Company and the existing shareholders believe that a listing on SIX Swiss Exchange would offer increased financial flexibility through direct access to the capital markets, as well as raise the Company's brand visibility, credibility and profile to support additional growth opportunities.

The Company expects to use CHF 125 million of the net proceeds of the Offering to drive organic growth. A particular area of focus will be to build the CHRONEXT brand. In this respect, the Company plans to deploy the net proceeds of the Offering to increase brand awareness in core markets and establish a brand presence in new geographies. The net proceeds are also expected to be used to expand the Company's lounge network and to invest further in CHRONEXT's technology, in particular in respect of increasing integration with retailers and brands, continuing development of a mobile application, and building the technology required to introduce additional products and services as well as for net working capital expansion and debt repayment. The remaining net proceeds of the Offering are intended to be used to fund inorganic growth, in particular in core geographies as well as the United States and Asia.

The executive committee of the Company, including the Founders, have agreed with the Managers[1] on a lock-up for the period ending 540 days after the First Day of Trading. The Company has agreed with the Managers on a lock-up for the period ending 360 days after the First Day of Trading. The members of the Board of Directors have agreed with the Managers on a lock-up for the period ending 360 days after the First Day of Trading. The existing shareholders providing the over-allotment shares (excluding any members of the Executive Committee or Board of Directors) have agreed with the Managers on a lock-up for the period ending 180 days after the First Day of Trading. All other shareholders of the Company have agreed with the Managers on a lock-up period ending 60 days after the First Day of Trading.

CHRONEXT's Board of Directors

CHRONEXT has made a series of high-profile appointments and nominations to its Board of Directors since the beginning of the year. Former Senior Vice President EMEA of eBay Inc, Jacob Fonnesbech Aqraou, who was responsible for the rise of eBay Inc to a globally active marketplace, was appointed Chairman of the CHRONEXT Board. CHRONEXT has also nominated several senior executives to join its board. These include Hamdi Chatti, who has proven expertise in the watch industry thanks to leading positions at the two largest global luxury goods groups, LVMH and Richemont; Gary Briggs, a heavyweight in the e-commerce and internet world who spent five years as Facebook CMO; former Tiffany & Co. Chief Brand Officer, Danielle Vitale, who has 30 years of experience at some of the most prestigious and well-known global luxury brands; Kristiina Leppänen (Group CFO of Enics), who has over 25 years' experience of international finance and leadership for companies in and outside Switzerland; and Tamara Lohan, co-founder and CEO of Mr and Mrs Smith, and founder, technology strategist and digital innovator. Finally, Norbert Platt, one of the most successful senior executives in the luxury goods industry and the former CEO of Richemont and Montblanc, has been appointed as Advisor to the Company.

About CHRONEXT:

CHRONEXT AG (www.chronext.com) was founded in 2013 by Philipp Man and Ludwig Wurlitzer. The platform for luxury watches employs over 120 people and offers around 7,000 models for sale. With headquarters in Zug (Switzerland) and a further 9 locations in Europe and one in Hong Kong as well as a watch workshop for quality and authenticity testing, the company is internationally positioned and guarantees a fast, convenient, and secure service. CHRONEXT simplifies the complex structures of the watch market and enables a unique buying experience. For more information, please visit: www.chronext.com

Press Contact:
Lucas Hermanns
CHRONEXT Service Germany GmbH
+49 171 687 6336
lucas.hermanns@chronext.com

Harald Kinzler
Kekst CNC
+49 69 5060 37576
harald.kinzler@kekstcnc.com

Investors:
Dagmara Robinson
CHRONEXT AG
+41 79 829 06 70
invest@chronext.com

Disclaimer:

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to, distributed in or sent from jurisdictions in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This document constitutes advertising in accordance with article 68 of the Swiss Financial Services Act. Such advertisements are communications to investors aiming to draw their attention to financial instruments. Any investment decisions with respect to any securities should not be made based on this advertisement.

A decision to invest in securities of CHRONEXT AG should be based exclusively on the prospectus published by CHRONEXT AG (the "Company") for such purpose. Copies of such prospectus (and any supplements thereto) are available free of charge from UBS AG, Swiss Prospectus Switzerland, P.O. Box, CH-8098 Zurich, Switzerland (email: swiss-prospectus@ubs.com). In addition, copies of such prospectus (and any supplements thereto) are available free of charge in Switzerland from CHRONEXT AG, Investor Relations, Feldpark 9, 6300 Zug, Switzerland (email: invest@chronext.com).

This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The 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 laws of any state and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. In the United Kingdom this document is only directed at persons who (i) are "qualified investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and who are also (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order"); (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order and (iv) 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 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In any member state of the European Economic Area (each a "Relevant State") this document is only addressed to qualified investors in that Relevant State within the meaning of the Prospectus Regulation.

Information to Distributors: 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 by each underwriter established in the EEA, which has determined that the offered shares (the "Shares") 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 is 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 Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the underwriters established in the EEA will only procure investors who meet the criteria of professional clients and eligible counterparties. 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.

Information to Distributors: Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares 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 paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all per-mitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK 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 is 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 advisor) 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 UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the underwriters established in the UK will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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.

This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of CHRONEXT AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. CHRONEXT AG assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.

Except as required by applicable law, CHRONEXT AG has no intention or obligation to update, keep updated or revise this publication or any parts thereof following the date hereof.

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 the 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, each of the underwriters and the other foregoing persons 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.

[1] The Joint Global Coordinators and the Joint Bookrunners.

Additional features:

File: Press Release (PDF)

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