Novem Group S.A.: Novem Group sets final price for private placement at EUR 16.50 per share
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Novem Group sets final price for private placement at EUR 16.50 per share
Contern/Vorbach, 14 July 2021 - Novem Group S.A. (the "Company" and, together with its consolidated subsidiaries "Novem Group" or "Novem"), today set the final offer price for its private placement at EUR 16.50 per share.
3,030,303 newly issued shares from a cash capital increase have been placed. In addition, 10,000,000 existing shares have been placed from the holdings of Rokoko Automotive Holdings (Jersey) Limited, an entity controlled by funds advised by family backed investor Bregal. In addition, 1,954,545 shares have been allocated in connection with an over-allotment. The total offering size amounts to EUR 247.2 million (including the over-allotment).
Trading in the Company's shares on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange is expected to commence on 19 July 2021 under the trading symbol NVM and the international securities identification number (ISIN) LU2356314745.Media contacts
Harald Kinzler Kekst CNC Phone: +49 172 899 6267 Email: Harald.Kinzler@kekstcnc.com
DISCLAIMER These materials may not be published, distribed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of Novem Group S.A. (the "Company") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the securities in the United States. The Securities have not been, and will not be, registered under the Securities Act. 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 subject to certain exceptions.This publication constitutes neither an offer to sell nor a solicitation to buy securities. No public offer will be made. An investment decision regarding securities of the Company should only be made on the basis of the securities prospectus which will be published promptly upon approval by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") and will be available free of charge on the website of the Company.
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 Wertpapierb?rse), 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.
14-Jul-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: Novem Group S.A. 19, rue Edmond Reuter L-5326 Contern
Luxemburg ISIN: LU2356314745 WKN: A3CSWZ EQS News ID: 1218967 B?rsennotierung im Prime Standard vorgesehen / intended to be listed. ? End of Announcement DGAP News Service