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Press Release

NFON AG sets IPO price range of EUR 15.60 to 19.60 per share

– Primary offer size of EUR 50 million, corresponding to up to 3,205,128 new shares to fund growth strategy

– The secondary offering by current shareholders comprises of up to 5,641,025 existing shares of NFON AG, including a potential over-allotment of up to 1,153,846 existing shares

– Total issuance volume of EUR 138 million, if greenshoe option is fully exercised

– Expected free float post-IPO of up to 68.9%, if the over-allotment option is fully exercised

– Price range corresponds to a post-money market capitalization of c. EUR 200 million to c. EUR 239 million

– Offer period to commence on April 25, 2018 and expected to end on May 08, 2018

– Trading on the Frankfurt stock exchange planned to start on May 09, 2018

Munich, April 24, 2018 – NFON AG (the “Company” and together with its subsidiaries, “NFON” or the “Group”) has set the price range for shares offered in the planned Initial Public Offering (IPO) in the regulated market of the Frankfurt Stock Exchange (Prime Standard). The price range for the offered shares is between EUR 15.60 and EUR 19.60 per share. The offer period will commence on April 25, 2018 and is expected to end on May 08, 2018. The prospectus has been approved by the German Financial Supervisory Authority (BaFin). The final offer price will be determined based on a book building process. The shares shall be listed for the first time on May 09, 2018.

Hans Szymanski, CEO and CFO of NFON AG: “The planned IPO is an important milestone for us. NFON is well positioned to benefit from the ongoing disruption in the European business communications market. We are shaping the future of business telephony and are excited about continuing our successful growth story as a listed company.”

Planned gross proceeds of EUR 50 million out of capital increase

The number of shares offered will depend on the offer price. Depending on the final offer price, between 2,551,020 and 3,205,128 new shares will be issued in order to achieve the envisaged EUR 50 million gross proceeds out of the capital increase. In addition, up to 5,641,025 ordinary shares will be sold by existing shareholders including an over-allotment option of up to 1,153,846 existing ordinary shares. In total, up to 8,846,153 shares may be offered. The total offer volume – including the capital increase as well as the potential over-allotments – amounts to EUR 138 million. If all offered shares are placed, including all over-allotments and the exercise of the greenshoe option, a free float of up to 68.9% of the share capital is expected.

Proceeds of issuance to finance further growth

The Company intends to use the expected net proceeds of EUR 47.3 million to finance further growth. NFON intends to use around EUR 15 to 20 million to invest in the continued regional expansion in Europe with a particular focus on France, Italy, Belgium and Luxembourg and to expand the business in the Netherlands. In addition EUR 10 to 15 million will be allocated to R&D such as product development with the aim of rolling-out additional services and solutions. Moreover, EUR 10 to 15 million shall be used for marketing activities to drive penetration of existing customers and attract new customers in the markets, in which NFON is already present. Further EUR 5 to 10 million will be used for possible mergers and acquisitions.

A twelve-month lock-up period will apply for the Company and the existing shareholders as well as for shares acquired by Management in the IPO.

The decision regarding the exact number of shares to be placed and the offer price is expected to be made on May 08, 2018. Trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) under the securities identification number (WKN) A0N4N5 and the international securities identification number (ISIN) DE000A0N4N52 is scheduled to start on May 09, 2018. The prospectus, which has been approved by BaFin, is available for download from the company’s website: https://ir.nfon.com

The Offering will consist of a public offering in Germany and Luxembourg as well as private placements with institutional investors outside of Germany and Luxembourg and additional jurisdictions outside of the United States of America, pursuant to Regulation S under the Securities Act of 1933 as amended (the “Securities Act”) and to qualified institutional buyers in the United States of America, pursuant to Rule 144A under the Securities Act, as amended.

Berenberg acts as Sole Global Coordinator and Joint Bookrunner. Baader Bank and ODDO BHF have been mandated as additional Joint Bookrunners.

About NFON AG
Headquartered in Munich, NFON AG is the only pan-European cloud PBX provider – counting more than 15,000 companies across 13 European countries as customers. NFON, the cloud telephone system, offers over 150 functions as well as a seamless integration of premium solutions. With our intuitive communications solutions, we enable European companies to improve their work a little, every single day. NFON is the new freedom of business communication. http://www.nfon.com

Media contacts
CNC Communications & Network Consulting AG
Knut Engelmann
+49 174 234 2808
knut.engelmann@cnc-communications.com 

NFON AG
Thorsten Wehner
+49 89 45300 121
thorsten.wehner@nfon.com

Investor Relations contact
NFON AG
Sabina Prüser
+49 89 45300 134
sabina.prueser@nfon.com

Disclaimer
This announcement is not an offer of securities for sale in the United States of America. The securities discussed herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act. No public offering of the securities discussed herein is being made in the United States of America and the information contained herein does not constitute an offering of securities for sale in the United States of America, Canada, Australia, Japan or any other jurisdiction in which such offering would be unlawful. This announcement is 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.

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, and on the basis of, the published securities prospectus which has been approved by the German Federal Financial Supervisory Authority (BaFin). The securities prospectus is 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.