Compleo Charging Solutions AG Sets Price Range for its IPO

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Compleo Charging Solutions AG Sets Price Range for Its IPO

• Price range for the Offering set between EUR 44.00 to EUR 59.00 per share
• Offering of 900,000 New Shares from a capital increase resulting in gross proceeds of approximately EUR 46 mn (assuming placement of all new shares at the mid-point of the price range) to finance the Company's growth strategy
• Compleo intends to use the net proceeds for the strategic goals of growth through expansion in the EU, technology leadership through research and development and product capacity expansion
• After successful listing of all 3,423,480 Existing Shares including the New Shares from capital increase the Company's market capitalization is expected to be in the range of EUR 151 mn and EUR 202 mn
• Bookbuilding (opening of order book) and offer period expected to commence on October 9, 2020 and expected to end on October 19, 2020
• First day of trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange expected to be October 21, 2020

Dortmund, October 8, 2020 - Compleo Charging Solutions AG (the "Company" or "Compleo"), a leading German pure-play provider of charging solutions for electric vehicles ("EVs"), sets the price range for its planned initial public offering (the "Offering") at EUR 44.00 to EUR 59.00 per share. The bookbuilding (opening of order book) and offer period are expected to commence on October 9, 2020 and are expected to end on October 19, 2020. The final offer price and exact number of shares to be placed will be determined based on the bookbuilding process and are expected to be published on October 19, 2020.

The Offering comprises inter alia 900,000 newly issued ordinary bearer shares (Inhaberaktien) with no par value (Stückaktien) from a capital increase against contributions in cash ("New Shares"). Assuming a placement of all New Shares at the mid-point of the Price Range gross proceeds to the Company would amount to approximately EUR 46 million.

The Company plans to use the major part of the net proceeds of the Offering for the product capacity expansion, i.e. the expansion to new locations for production facilities, corporate headquarters and research and development centers and testing facilities as well as investment into working capital. Compleo also intends to use a significant part of the proceeds for the strategic goals of growth through expansion in the European Union ("EU") and technology leadership through research and development ("R&D"). In the areas of expansion in the EU as well as R&D, the Company may not only use the net proceeds in order to finance its organic growth but may as well acquire other businesses to improve its sourcing and supply functions, know-how, sales activities and service capacities.

Checrallah Kachouh, co-CEO and CTO, comments: "There is an increasing awareness for the protection of the environment, health and the climate through lower-emission transportation in the European society. This is also reflected in the increasing popularity of electric vehicles, which is expected to continue to further grow in the coming years. As a consequence, the number of public charging points in the EU is expected to increase strongly from 175,000 in 2019 to 1.2 m by 2025 and 2.2 m by 2030.^[1] In Germany, public charging points are expected to increase from 32,000 to 290,000 in 2025 and 530,000 by 2030.^[2] As a Greentech with a clear focus and experience in technically advanced charging solutions, we are well positioned to exploit the opportunities that may arise from these trends."

Georg Griesemann, co-CEO and CFO, adds: "With Compleo we want to take advantage of the opportunities in this attractive growth market. We are already on a clear growth path and this year, with revenues of EUR 14.3 mn after only six months in 2020 we had almost reached the revenue level of the entire year 2019, when we booked EUR 15.2 mn in revenues within 12 months. In the light of this strong growth momentum and the very promising expectations on the future market development we intend to use the proceeds from our planned IPO to finance our growth strategy."

Besides the 900,000 New Shares from capital increase the Offering also comprises 180,000 existing ordinary bearer shares with no par value from the holdings of the current shareholders in a base deal (the "Base Shares"), and up to 360,000 additional shares from the holdings of such shareholders subject to the exercise of an upsize option (the "Upsize Shares"). In addition, up to 216,000 existing shares from the holdings of the current shareholders may be allocated through over-allotments ("Over-Allotment Shares"). This number of Over-Allotment Shares will not exceed 15% of the sum of the final number of placed New Shares, Base Shares and Upsize Shares.

Assuming 3,423,480 Existing Shares outstanding upon completion of the Offering the Company's market capitalization is expected to be in the range of EUR 151 mn and EUR 202 mn. Post-IPO free float would amount to around 48 % of the Company's share capital assuming all New Shares, Base Shares and Upsize Shares are placed and the greenshoe option is fully exercised. The Company agreed to a lock-up period of six months and the existing shareholders to a lock-up period of twelve months.

The Offering consists of an initial public offering in Germany as well as private placements in certain jurisdictions outside Germany and the United States of America. The securities prospectus relating to the Offer is available on the Company's website at www.compleo-cs.com under the "Investor Relations" section.

Compleo intends to list its existing and the newly issued shares on the regulated market segment of the Frankfurt Stock Exchange with simultaneous admission to the Prime Standard under the German securities code (WKN) A2QDNX, the international securities identification number (ISIN) DE000A2QDNX9 and the ticker symbol C0M. The first day of trading is expected for October 21, 2020.

In the context of the IPO, Commerzbank is acting as Sole Global Coordinator and together with ODDO BHF as Joint Bookrunners.

¹ Transport & Environment, Recharge EU: how many charge points will Europe and its Member States need in the 2020s, January 2020.

² Transport & Environment, Recharge EU: how many charge points will Europe and its Member States need in the 2020s, January 2020.
 

Disclaimer

This announcement is for informational purposes only and is not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, ordinary shares in the share capital of Compleo Charging Solutions AG (the "Company", and such shares, the "Shares") in the United States or in any other jurisdiction.

The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or an exemption from the registration requirements under the Securities Act. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of Shares in the United States.

The Company has not authorized any offer to the public of Shares in any Member State of the European Economic Area, except in the Federal Republic of Germany. With respect to any Member State of the European Economic Area other than the Federal Republic of Germany and with respect to the United Kingdom (each a "Relevant State"), no action has been undertaken or will be undertaken to make an offer to the public of Shares requiring publication of a prospectus in any Relevant State. As a result, the Shares may only be offered in Relevant States:

(i) to any person that is a "qualified investor" in the meaning of Article 2 lit. e) of the Prospectus Regulation; or

(ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation.

For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Shares and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended).

Any such investor will also be deemed to have represented and agreed that any Shares acquired by it in the contemplated offering of Shares have not been acquired on behalf of persons other than such investor. This announcement is not an advertisement within the meaning of the Prospectus Regulation and does not constitute a prospectus.

In the United Kingdom, this announcement and any other materials in relation to the Shares are only being distributed to, and are only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 ("Financial Promotion") Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons. Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. Any investment activity to which this announcement relates will only be available to and will only be engaged with, relevant persons. No action has been taken by the Company that would permit an offer of Shares or the possession or distribution of this announcement or any other offering or publicity material relating to such Shares in any jurisdiction, except for the Federal Republic of Germany, where action for that purpose is required.

This announcement may contain projections or other forward-looking statements regarding i.e. 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. These statements are based on the current views, expectations and assumptions of the management of the Company and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations and competition from other companies, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Company and other factors. The Company does not assume any obligations to update any forward- looking statements.

Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or the South Africa. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of this announcement and other information in connection with the listing and offer in certain jurisdictions may be restricted by law.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer is being made solely by means of, and on the basis of, the published prospectus (including any amendments thereto, if any). An investment decision regarding the publicly offered securities of Compleo Charging Solutions AG should only be made on the basis of the securities prospectus. The prospectus is available free of charge from Compleo Charging Solutions AG (Oberste-Wilms-Straße 15a, 44309 Dortmund, Germany), and on the website of Compleo Charging Solutions AG (www.compleo-cs.com).