The issuer of this notice is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
16 July 2021
Novem Group SA
Pre Stabilisation Notice
J.P. Morgan AG (contact: Stefan Weiner, tel.: + 49 69 71240) hereby gives notice that it as Stabilisation Manager may stabilise the offer of the following securities within the meaning of Article 3.2(d) of the Market Abuse Regulation (EU/596/2014).The securities:
Issuer: Novem Group S.A.
Guarantor (if any): Na
Aggregate nominal amount: 14,984,848 no-par value shares
Description: No-par value shares, ISIN LU235631474
Offer price: EUR 16.50
Other offer terms: Na
Stabilising Manager(s): J.P. Morgan AG
Stabilisation period expected to start on: 19 July 2021
Stabilisation period expected to end no later than: 23 August 2021
Existence, maximum size of over-allotment option: 1,954,545 no-par value shares
Stabilisation market place: Prime Standard, Frankfurt Stock Exchange, Xetra
In connection with the offer of the above securities, the Stabilisation Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisation action, if begun, may cease at any time. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.
This announcement does not contain or constitute an offer to sell nor a solicitation to buy or subscribe for securities.
This announcement is not a prospectus. Potential investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of the information contained in the prospectus of the Company (including any supplements thereto) which has been approved by the German federal financial supervisory authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) and immediately published thereafter. Copies of such prospectus are available free of charge from Novem Group SA, as well as, for viewing in electronic form, on the website of the Company.
This announcement is not an offer of securities for sale in the United States of America (the "United States"). Securities 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. Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from the Company and that would contain detailed information about the Company and its management, as well as the financial statements of the Company. There will be no public offer of the securities in the United States.
In the United Kingdom, this information is directed at and/or for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the Order (all such persons are collectively referred to herein 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 information or any of its contents.
In member states of the European Economic Area ("EEA"), in which the Regulation (EU) 2017/1129 as amended (the "Prospectus Regulation") is in effect other than Germany (the "Relevant Member States"), this announcement, and any offer following it, is only addressed to persons who are 'qualified investors' within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). It is assumed that each person in the Relevant Member States who acquires or is offered securities as part of an offering (an "Investor") has represented and agreed that such person is a Qualified Investor; that securities purchased by such person as part of the offering are not being purchased for any person in the EEA other than a Qualified Investor or persons in Germany or another Relevant Member State with comparable legal provisions, with respect to whom the Investor may make decisions at its own discretion; and that the securities would not be purchased for offer or re-sale in the EEA, if this would lead to Novem Group SA or any of its affiliates being required to publish a prospectus under Article 3 of the Prospectus Regulation.
Subject to certain exceptions, 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.