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Veganz Group AG sets price range for planned IPO at EUR 85.00 to EUR 110.00 per share

- Total volume of the IPO expected between EUR 46.5 million and EUR 60.2 million, subject to the final number of shares placed and the realized issue price

- Expected gross proceeds between EUR 33.0 million and EUR 42.8 million for Veganz

- Gross proceeds to be primarily used for the establishment of the new production site near Berlin and investments in the further organic and inorganic growth, e.g. for research and development, expansion of field force, marketing and further expansion in selected European countries

- Offering consisting of 388,733 new shares from a capital increase, 87,024 existing shares from the holdings of certain existing shareholders and 71,363 existing shares from the holdings of certain existing shareholders in connection with a possible over-allotment

- Offer period expected to commence on 27 October 2021 and expected to end on 3 November 2021; first day of trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Scale Segment) on or about 10 November 2021

- Offering subject to the approval of the securities prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and its subsequent publication expected in the course of today

Berlin, 26 October 2021 - Veganz Group AG ("Company" and, together with its subsidiaries, "Veganz"), the Berlin-based purely plant-based/vegan food company with Germany's most innovative food brand in 2021^[1], announces further details regarding the planned initial public offering ("IPO"). Subject to approval of the securities prospectus for the public offering in Germany ("Prospectus") by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin") and its subsequent publication expected in the course of today, the IPO consists of a public offering in Germany, private placements in certain jurisdictions outside Germany (except for the United States of America, Canada, Japan and Australia) as well as the inclusion of the Companyˈs existing and new ordinary bearer shares with no par value (auf den Inhaber lautende Stammaktien ohne Nennbetrag (Stückaktien)) ("Shares") to trading on the Regulated Unofficial Market (Freiverkehr) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Scale segment). It comprises (i) 388,733 new Shares from a capital increase against contributions in cash resolved by the Companyˈs management board (Vorstand) on 25 October 2021, with approval of the Companyˈs supervisory board (Aufsichtsrat) on the same day, utilizing the Authorized Capital 2021/Ia, (ii) 87,024 existing Shares from the holdings of certain existing shareholders and (iii) 71,363 existing Shares from the holdings of certain existing shareholders in connection with a possible over-allotment. Upon full placement of all 547,120 offered Shares, this corresponds to a total volume of the IPO between EUR 46.5 million and EUR 60.2 million.

The Company today set the price range at EUR 85.00 to EUR 110.00 per offered Share. The offer period is expected to commence on 27 October 2021 and expected to end on 3 November 2021 ("Offer Period"). On the last day of the Offer Period, purchase orders may be submitted (i) until 12:00 hrs Central European Time ("CET") by retail investors (natural persons) and (ii) until 14:00 hrs CET by institutional investors. Institutional investors may place purchase orders directly with the Syndicate Banks during the Offer Period. Retail investors may make purchase orders one day after the commencement of the Offer Period, i.e. beginning on 28 October 2021, through the special subscription functionality (Zeichnungsfunktionalität) DirectPlace^(c) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). The final offer price and the final number of Shares to be sold in the IPO will be determined in a bookbuilding process and will be set on or about 3 November 2021.

The Company and major existing shareholders of the Company (holding 2,000 or more Shares prior to the IPO) committed to a lock-up period of twelve (12) months. Jan Bredack, the CEO of the Company holding 26.3% of the Shares prior to the IPO^[2], agreed to a lock-up commitment of 36 months, which underscores his strong commitment and belief in a positive development of Veganz.

"We believe that Veganz is Europe's sole multi-category supplier of purely plant-based food, having long-standing relations with well-known retail and drugstore chains offering growth potential such as EDEKA, REWE, Rossmann, dm, SPAR, Coop, LIDL and ALDI.", Jan Bredack states. "As a fast-growing pioneer with 10 years of market experience and considerable innovative strength, we believe to have a clear competitive advantage. We therefore regard Veganz very well positioned to benefit from the potential of the growth market for purely plant-based foods."

The gross proceeds for Veganz from the placement of the new Shares are expected to range between EUR 33.0 million and EUR 42.8 million. Veganz intends to use these gross proceeds primarily for the establishment of the new production site near Berlin and investments in the further organic and inorganic growth, e.g. for research and development, expansion of field force, marketing and further expansion in selected European countries.

The existing Shares and the new Shares placed in the IPO are planned to be included to trading on the Regulated Unofficial Market (Freiverkehr) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Scale segment) with simultaneous inclusion in the Basic Board thereof (International securities identification number (ISIN) DE000A3E5ED2 / German Securities Code (Wertpapier-Kenn-Nummer (WKN)) A3E5ED / Ticker symbol VEZ). The first day of trading in the Shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is expected to be on or about 10 November 2021. Book-entry delivery of the Shares placed in the IPO against payment of the final offer price is expected to take place on or about 10 November 2021.

In connection with the IPO, M.M.Warburg & CO is acting as Sole Global Coordinator and Sole Bookrunner and Quirin Privatbank AG as Co-Lead Manager.

The Prospectus is expected to be approved by BaFin today. Following its approval, the Prospectus will be published on the Company's website at www.veganz.de in the "Investor Relations" section. There will be no public offering outside of Germany and the Prospectus is also not otherwise approved by any other regulatory body.
 

^[1] According to the market research institute YouGov for the German newspaper Handelsblatt.
^[2] Via Bredack Vermögensverwaltungsgesellschaft mbH.

Contact:

cometis AG Claudius Krause Phone: 0611 205855 28 Mail: investorrelations@veganz.de

 

About Veganz:
Veganz - Good for you, better for everyone - is the brand for plant-based food. Founded in Berlin in 2011, Veganz became known as European vegan supermarket chain. With a colorful and life-affirming company philosophy, Veganz managed to break open the vegan niche and establish the plant-based nutrition trend on the market. The current product portfolio includes around 120 products (101 active products as of September 30, 2021) across 17 categories and is available in more than half of all European countries and in 22,264 points of sale (POS) globally as of June 30, 2021, excluding Veganz' own three stores in Berlin, Germany. In addition, the Veganz product portfolio is continuously being expanded to include high-quality, innovative items and the sustainable value chain is constantly being improved. For this commitment, Veganz was the only German company to be voted one of the top 3 innovative brands and Germany's most innovative food brand in an exclusive Handelsblatt ranking in 2021.
 

IMPORANT NOTICE

This announcement may not be published, distributed or released in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, "United States"), Australia, Canada, Japan or any other jurisdiction in which the publication, distribution or release would be unlawful. This announcement does not contain or constitute an offer of securities for sale or a solicitation of an offer to purchase Shares or other securities of the Company ("Securities") in the United States, Australia, Canada, Japan or any other jurisdiction to whom or in which such offer or solicitation is unlawful. The Shares or other Securities may not be offered or sold in the United States. There will be no public offering of Shares or other Securities in the United States or any other jurisdiction outside Germany. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended. The Shares may not be offered or sold in the United States, Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada or Japan.

This announcement constitutes neither an offer to sell nor a solicitation to buy Shares or other Securities. A public offering in Germany will be made solely by means of, and on the basis of, the Prospectus. An investment decision regarding publicly offered Shares should only be made on the basis of the Prospectus. The Prospectus will be published on the website of the Company (www.veganz.de) promptly upon an approval by BaFin. However, the approval of the Prospectus by BaFin should not be understood as an endorsement of the Shares offered. Investors should purchase Shares solely on the basis of the Prospectus and should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Shares.

In member states of the European Economic Area and the United Kingdom, any offering mentioned in this announcement 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 ("Prospectus Regulation"), 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 announcement 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 ("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 announcement 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 announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Certain statements contained in this announcement may constitute "forward-looking statements" that involve a number of risks and uncertainties. Forward-looking statements may be identified by words such as "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 M.M.Warburg & CO (AG & Co.) Kommanditgesellschaft auf Aktien and Quirin Privatbank AG (together "Underwriters") nor any of their respective affiliates 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 announcement, whether as a result of new information, future events or otherwise, except as otherwise required by law.

The Underwriters are acting exclusively for the Company, the selling shareholders and the lending shareholders and no-one else in connection with the planned offering of Shares ("Offering"). They will not regard any other person as their respective clients in relation to the planned Offering and will not be responsible to anyone other than the Company, the selling shareholders and the lending shareholders for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, the Underwriters and their respective affiliates may take up a portion of the Shares offered in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts these Shares and other Securities or related investments in connection with the Offering or otherwise. In addition, the Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of Shares or other Securities. The Underwriters do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the release) or any other information relating to the Company or its subsidiaries, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II ("Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

In connection with the Offering, M.M.Warburg & CO (AG & Co.) Kommanditgesellschaft auf Aktien, acting for the account of the Underwriters, will act as stabilization manager ("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 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 during the stabilization period, such period starting on the date the Shares commence trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Scale segment), expected to be on or about 10 November 2021, end ending no later than 30 calendar days thereafter ("Stabilization Period"). Stabilization transactions may result in a market price that is higher than would otherwise prevail. The Stabilization Manager is, however, under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur, and it may cease at any time. Stabilization measures may be undertaken at the following trading venue[s]: Deutsche Börse - XETRA.

In connection with such stabilization measures, investors may be allocated additional Shares of up to 15% of the new Shares and existing Shares sold in the Offering ("Over-Allotment Shares"). Certain existing shareholders have granted the Stabilization Manager, acting for the account of the Underwriters, an option to acquire up to 71,363 existing Shares at the offer price, less agreed commissions ("Greenshoe Option"). To the extent Over-Allotment Shares were allocated to investors in the Offering, the Stabilization Manager, acting for the account of the Underwriters, is entitled to exercise the Greenshoe Option during the Stabilization Period, even if such exercise follows any sale of Shares by the Stabilization Manager which the Stabilization Manager had previously acquired as part of stabilization measures (so-called "refreshing the shoe").

THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT WITHIN THE MEANING OF THE PROSPECTUS REGULATION; 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.