Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
NFON AG / Key word(s): IPO/IPO
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.
NFON AG adjusts IPO price range, continues to target gross proceeds of EUR 50 million from capital increase
Munich, 07 May 2018 - NFON AG (the "Company" and together with its subsidiaries, "NFON" or the "Group"), has reduced the price range and total issuance volume ahead of its planned IPO on the regulated market at the Frankfurt Stock Exchanges (Prime Standard), in light of the current volatility in capital markets. The price range of the offered shares was reduced to EUR 11.93 and EUR 14.00, from an initial range of EUR 15.60 and EUR 19.60. The targeted gross proceeds from the capital increase remain unchanged at EUR 50 million. Due to the lower price range, the number of new shares to be issued was increased to up to 4,191,114 new bearer shares but the total number of new shares to be issued from the offer depends on the final placement price.
The adjusted price range corresponds to a market capitalization of c. EUR 165 million to c. EUR 185 million.
Due to the reduced price range the anchor shareholder Milestone Venture Capital GmbH intends to buy shares in the IPO in order to secure a stake of 30.1% post-IPO. For this purpose, the investor will receive a preferential allotment of up to 714,571 shares. Moreover, the secondary offering of the existing shareholder including the over-allotment option was reduced to up to 2,556,578 ordinary bearer shares of NFON AG.
The total issue volume including the capital increase, the offering by existing shareholders and the possible over-allotment option will thus be reduced to approximately EUR 80.5 million. Assuming that the greenshoe option is fully exercised, the free-float is expected to be approximately 41.5% of the share capital, calculated at the mid-point of the price range.
The offer period was extended by one day and is expected to end on 09 May 2018 at 12:00 midday (Central European Summer Time) ("CEST") for private investors and at 16:00 (CEST) for institutional investors.
A twelve-month lock-up period will apply for the Company and the existing shareholders as well as for shares acquired by Management and Milestone Venture Capital GmbH in the IPO.
The addendum to the stock market prospectus indicating the amended terms of issue was approved by the German Financial Supervisory Authority (BaFin) today. The final offer price will be determined based on a book building process. The trading of the shares is scheduled for 11 May 2018, two days later as initially planned.
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 offer will be made solely by means of the securities prospectus as supplemented by Addendum No 1. The securities prospectus and the Addendum No 1 are available free of charge at the Company's office, as well as, for viewing in electronic form, on the Company's website (https://ir.nfon.com). An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus as supplemented by Addendum No 1.
|Machtlfinger Straße 7|
|Phone:||+49 89 453 00 0|
|ISIN:||DE000A0N4N52, Notierung vorgesehen / intended to be listed|
|Listed:||Regulated Market in Frankfurt (Prime Standard)|
|End of Announcement||DGAP News Service|