14 May 2020
/ Key word(s): IPO/Financing
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
- Exasol AG (the "Company") sets the price range of its initial public offering (the "IPO" or "Offering") at a minimum of EUR 8.50 and a maximum of EUR 10.50 per share
- Total amount of the Offering ranges between EUR 78 and EUR 97 million comprising 5,100,000 newly issued shares from a capital increase, a placement of 2,035,000 existing shares, 1,070,250 existing shares from an over-allotment option and 1,000,000 existing shares from a potential upsize option
- Subscription indications have been received from a wide range of investors in excess of the total amount of the Offering (including the over-allotment option and upsize option) across the price range
- Company plans to use gross proceeds of approximately EUR 50 million to drive its growth strategy - primarily to enhance sales force as well as distribution and marketing power in the DACH (Germany, Austria, Switzerland) region, the UK and the US
- Market capitalization of the Company based on the price range would be approximately between EUR 189 and EUR 233 million
- Securities prospectus has been approved and published on the Company's website today
- Offering period starts on 15 May 2020 and ends on 20 May 2020
- Admission to trading of the shares on the European SME Growth Market "Scale" of the Frankfurt Stock Exchange scheduled for 25 May 2020
Nuremberg, Germany, 14 May 2020 - Exasol AG (ISIN DE000A0LR9G9; www.exasol.com), a global technology company providing a next generation software-based "data engine", announces further details of the planned IPO of its shares on the Frankfurt Stock Exchange.
Following its announcement on planning an IPO and listing of its shares on the European SME Growth Market "Scale" of the Frankfurt Stock Exchange, Exasol announces today the price range for the capital increase and placement. The price range for Exasol shares has been set at EUR 8.50 to EUR 10.50 per share.
The Offering comprises 5,100,000 newly issued primary shares from a capital increase against cash contributions, 2,035,000 existing shares from KfW and Exasol, 1,070,250 existing shares in connection with a market customary over-allotment option (as defined below) and 1,000,000 existing shares in connection with a potential upsize option whose exercise is subject to market demand on the date of pricing.
Subscription indications have been received from a wide range of investors in excess of the total amount of the Offering (including the over-allotment option and upsize option) across the price range.
Based on the assumption that all offered shares will be placed, the total amount of the Offering is expected to range between EUR 78 and EUR 97 million of which Exasol would generate gross proceeds of EUR 43 million to EUR 54 million from the capital increase. The Company intends to use the net proceeds primarily to enhance sales force as well as distribution and marketing power in the DACH (Germany, Austria, Switzerland) region, the UK and the US, and also to further invest in research and development initiatives.
Post-IPO, the Company's market capitalization is expected to range between EUR 189 million and EUR 233 million based on the price range. Assuming placement of all offered shares the free float post-IPO is expected to be 46 percent to allow for a liquid trading market in the Company's shares.
The securities prospectus relating to the Company's IPO has been made available on the Company's website www.exasol.com under the investors section following approval by the German Federal Financial Supervisory Authority earlier today. The period during which investors can subscribe to the offered shares will commence on 15 May 2020 and end on 20 May 2020 at 12 noon (CEST) for retail investors and 4.00 pm (CEST) for institutional investors. Retail investors will be able to place purchase orders via the subscription functionality Direct Place of the Deutsche Börse AG from 19 May 2020 until 20 May 2020 (12 noon (CEST)). The final offer price and final issuing volume will be determined by means of a bookbuilding process, and are expected to be set on 20 May 2020. Allocation of the offered shares will be communicated to investors on 21 May 2020. Admission to trading of the shares on the European SME Growth Market "Scale" of the Frankfurt Stock Exchange is scheduled for 25 May 2020. Delivery of the offer shares is expected to take place on 26 May 2020.
A twelve-month lock-up period applies for all management and supervisory board members and related parties as well as founding and major shareholders. In connection with the Offering, certain shareholders have granted Hauck & Aufhäuser, acting as stabilising manager, an over-allotment option to purchase a maximum of 1,070,250 additional shares for the final offer price solely to cover over-allotments in connection with the Offering. The over-allotment option is exercisable within 30 days from the commencement of trading of the shares on the Frankfurt Stock Exchange.
The Offering comprises a public offering to retail and institutional investors in Germany as well as a private placement to qualified investors in certain jurisdictions excluding, among others, the US in accordance with Regulation S under the U.S. Securities Act of 1933, as amended.
Shares in Exasol AG have the international securities identification number (ISIN) DE000A0LR9G9, the German securities code (WKN) A0LR9G and the ticker symbol EXL.
Hauck & Aufhäuser is acting as Sole Global Coordinator and Sole Bookrunner for the IPO.
Exasol Press contact
To learn more about Exasol please visit www.exasol.com
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 Exasol AG, 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 and the United Kingdom (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, the United Kingdom 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 Exasol AG 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.
Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might," or, in each case, the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with our industry, as well as many other risks specifically related to the Company and its operations.
Dr. Katharina Berger
Neumeyerstr. 22 - 26
Phone: +49 911 23991-298
Fax: +49 911 23991-241
14.05.2020 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.