Ad-hoc Release according to Art. 17 (1) MAR
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR TO U.S. PERSONS.
Munich, 09 May 2018 - NFON AG (the "Company" and together with its subsidiaries, "NFON" or the "Group"), the only pan-European cloud PBX provider, has set the final offer price for its shares at EUR 12.00 per share. In total, 6,708,331 shares including an over-allotment of 874,999 shares were placed.
The Company will use the net proceeds from the issuance of 4,166,666 new shares to a large extent to fund its growth strategy. NFON intends to invest in the continued expansion in Europe with a particular focus on France and Italy and to expand the business in the Netherlands. Additionally, the Company plans to invest in R&D such as product development with the aim of rolling out additional services and solutions. Moreover, investments are planned in intensified marketing activities to drive penetration of existing customers and attract new customers in the markets in which NFON is already present.
In addition to the new shares, 2,541,665 ordinary shares from existing shareholders, including an over-allotment option of 874,999 shares, were placed. Assuming the full exercise of the greenshoe option, the total placement volume amounts to approximately EUR 80.5 million.
Based on the final offer price, NFON's total market capitalization amounts to approximately EUR 166 million. Subject to a full exercise of the greenshoe option, the free float will amount to approximately 43.5%.
The anchor shareholder Milestone Venture Capital GmbH exercised its right for a preferential allocation by subscribing for 707.212 shares in the IPO in order to secure a stake of 30.1% post-IPO.
NFON's shares are expected to start trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) under the securities identification number (WKN) A0N4N5, the international securities identification number (ISIN) DE000A0N4N52 and the trading symbol "NFN" on 11 May 2018.
Berenberg is acting as Sole Global Coordinator and Joint Bookrunner, Baader Bank and ODDO BHF were mandated as additional Joint Bookrunners.
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CNC Communications & Network Consulting AG
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About NFON AG
Headquartered in Munich, NFON AG is the only pan-European cloud PBX provider - counting more than 15,000 companies across 13 European countries as customers. NFON, the cloud telephone system, offers over 150 functions as well as a seamless integration of premium solutions. With our intuitive communications solutions, we enable European companies to improve their work a little, every single day. NFON is the new freedom of business communication. http://www.nfon.com
This announcement is not an offer of securities for sale in the United States of America. The securities discussed herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act. No public offering of the securities discussed herein is being made in the United States of America and the information contained herein does not constitute an offering of securities for sale in the United States of America, Canada, Australia, Japan or any other jurisdiction in which such offering would be unlawful. This announcement is not for release, publication or distribution directly or indirectly in or into the United States of America, Australia, Canada, Japan or any other jurisdiction in which the distribution or release would be unlawful or to U.S. persons.
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 (each such person hereinafter a "relevant person"). 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.
This release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. The securities have already been sold.
In connection with the placement of the offer shares Joh. Berenberg, Gossler & Co. KG will act as the stabilisation manager (the "Stabilisation Manager") and may, as Stabilisation Manager, and acting in accordance with legal requirements (Article 5 para. 4 and 5 of the Market Abuse Regulation (EU) No 596/2014 in conjunction with Articles 5 through 8 of the Commission Delegated Regulation (EU) 2016/1052), make over-allotments and take stabilization measures to support the market price of the Company's shares and thereby counteract any selling pressure.
The Stabilisation Manager is under no obligation to take any stabilisation measures. Therefore, stabilisation may not necessarily occur and may cease at any time. Such measures may be taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the date when trading in the shares of the Company is commenced on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and must be terminated no later than 30 calendar days after this date (the "Stabilisation Period"). Stabilisation transactions aim at supporting the market price of the Company's shares during the Stabilisation Period. These measures may result in the market price of the Company's shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.