DGAP-News: Novem Group S.A. / Key word(s): IPO
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Novem Group sets price range for planned private placement at EUR 16.50 to EUR 19.50 per share
- The price range implies a market capitalization of between EUR 710 million and EUR 830 million (post-Listing)
- The private placement targets proceeds for Novem Group from a capital increase of EUR 50 million through issuance of up to 3,030,303 new shares and also includes the sale of up to 10,000,000 existing shares from the selling shareholder (together, the "Base Shares")
- The primary proceeds will be used to optimize Novem's capital structure and refinance liabilities to achieve a reduction of relevant interest rates
- The shareholder can increase the placement by an upsize option in the amount of up to 2,000,000 existing shares ("Additional Shares")
- In addition, up to 2,254,545 existing shares may be allocated through over-allotments, provided that such over-allotment shares will not exceed 15% of the final number of Base Shares and Additional Shares, if any, actually placed in the private placement
- The private placement is expected to commence on 08 July 2021 and is expected to end on 14 July 2021; the first trading day on the regulated market of the Frankfurt Stock Exchange (Prime Standard) is currently scheduled for 19 July 2021 (the "Listing")
- Assuming placement of all shares, including Base Shares, Additional Shares and Over-Allotment Shares, the free float is expected to amount to up to 40.2% following the Listing
Günter Brenner, CEO of Novem Group: "The planned private placement is an important strategic milestone for Novem. By listing our company, we will gain even better access to institutional investors who believe in our innovative capabilities, our potential and our success story - and we will gain even more flexibility in financing our growth plans. Investor interest in our offering has been strong and we are excited to pursue our journey as a listed company."
The private placement to institutional investors in Germany and certain other countries is intended to comprise up to 3,030,303 newly issued from a cash capital increase (the "New Shares"). In addition, up to 10,000,000 ordinary shares (the "Base Shareholder Shares" and together with the New Shares, the "Base Shares") shall be placed from the holdings of Rokoko Automotive Holdings (Jersey) Limited (the "Selling Shareholder"), an entity controlled by funds advised family backed investor Bregal. The Selling Shareholder can increase the number of shares placed by an upsize option in the amount of up to 2,000,000 existing shares ("Additional Shares"). In addition, up to 2,254,545 existing shares may be allocated through over-allotments, provided that such over-allotment shares will not exceed 15% of the final number of Base Shares and Additional Shares, if any, actually placed in the private placement.
Bregal intends to partially divest its stake in the Company in order to ensure sufficient free float and trading liquidity in the market while continuing to hold a significant stake in the Company. A lock-up period of 180 days is planned for the Company and the two existing shareholders entities controlled by Bregal, and 720 days for the members of the Company's management team, including the four members of the management board, who will partially reinvest their post-tax proceeds from their current indirect economic interest in the Company by purchasing shares at the final offer price concurrently to the private placement.
The targeted gross proceeds from the placement the New Shares of EUR 50 million will be used to optimize Novem's capital structure and refinance liabilities to achieve a reduction of relevant interest rates.
Depending on the total offer size, the expected free float would amount to up to 40.2% (assuming full exercise of the upsize option and full over-allotments).
J.P. Morgan, Berenberg, COMMERZBANK are acting as Joint Global Coordinators, Jefferies and UniCredit are acting as Joint Bookrunners for the transaction.
The approval of the listing prospectus by the Luxembourg Financial Supervisory Authority (Commission de Surveillance du Secteur Financier or "CSSF") is scheduled for 15 July. After approval, the prospectus will be made available on Novem's website https://novem.com/ in the "Investor Relations" section.
For more information please visit www.novem.com
Novem Group S.A. | 19, rue Edmond Reuter, L-5326 Contern | Luxembourg
In member states of the European Economic Union 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 the Company 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 the Company nor any of the underwriters nor any of their respective affiliates nor any other person 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 the Company believes that they and similar measures are widely used in the markets in which it operates as a means of evaluating the Company'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.
In connection with the placement of the shares in the Company, J.P. Morgan AG, acting for the account of the underwriters, will act as stabilization manager (the "Stabilization Manager") and may, as Stabilization Manager, make overallotments and 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, as amended, in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052) of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company's shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be June 19, 2021, 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. However, the Stabilization Manager is under no obligation to take any stabilization measures. Stabilization transactions may be effected on the Frankfurt Stock Exchange, in the over-the-counter market or otherwise.
In connection with such stabilization measures, investors may be allocated additional shares of the Company of up to 15% of the new and existing shares actually placed in the private placement (the "Over-allotment Shares"). The selling shareholders granted the Stabilization Manager, acting for the account of the underwriters, an option to acquire a number of shares in the Company equal to the number of Over-allotment Shares at the offer price, less agreed commissions (so-called Greenshoe option).
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.
08.07.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
Novem Group S.A.
19, rue Edmond Reuter
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