Share Issue/Capital Change • Nov 4, 2021
Share Issue/Capital Change
Open in ViewerOpens in native device viewer
3 November 2021, 18.00 CET
Deurne, the Netherlands – Ebusco Holding N.V. (the "Company" and together with its subsidiaries "Ebusco"), a pioneer and frontrunner in the development of electric buses and charging systems as well as a supplier of ancillary services to the electric vehicle ecosystem, today announces that J.P. Morgan AG, on behalf of the underwriters, has partially exercised the over-allotment option bringing the gross proceeds of its initial public offering (the "IPO" or the "Offering") to approximately €323 million.
As part of the IPO of the Company on Euronext Amsterdam and as set forth in the prospectus dated 18 October 2021 (the "Prospectus"), the Company granted an over-allotment option (the "Over-Allotment Option") to J.P. Morgan AG, as stabilisation agent (on behalf of the underwriting banks), in respect of up to 1,304,348 new ordinary shares in the capital of the Company ("Ordinary Shares").
J.P. Morgan AG, on behalf of the underwriters, has today given notice to the Company of a partial exercise of the Over-Allotment Option. As a consequence, an aggregate of 996,901 additional Ordinary Shares will be issued by the Company resulting in additional gross proceeds of approximately €23 million, thereby increasing the final size of the Offering to 14,040,380 Ordinary Shares and the total gross proceeds of the Offering to approximately €323 million. Issuance of the additional Ordinary Shares is expected to occur on 8 November 2021. Following the issuance of such shares, the Company'sissued share capital shall comprise 59,039,380 Ordinary Shares (ISIN NL0015000CZ2).
Stabilisation transactions were carried out on 22, 26 and 27 October 2021, involving an aggregate of 307,447 Ordinary Shares, as separately notified through a Regulatory News Service announcement by J.P. Morgan AG. No further stabilisation transactions have been carried out after 27 October 2021. The stabilisation period commenced on 22 October 2021 and ended on 3 November 2021. No further stabilisation transactions will be carried out.
ING Bank N.V., J.P. Morgan AG and Morgan Stanley Europe SE acted as Joint Global Coordinators and Joint Bookrunners, Barclays Bank Ireland PLC and Jefferies acted as Joint Bookrunners and Coöperatieve Rabobank U.A., in cooperation with Kepler Cheuvreux S.A. acted as Co-Lead Manager for the Offering. J.P. Morgan AG acted as stabilisation manager on behalf of the underwriters.
For more information about Ebusco and the IPO we refer to the Prospectus dated 18 October 2021. The Prospectus is available on the corporate website of Ebusco (www.ebusco.com), subject to securities law restrictions in certain jurisdictions.
On Thursday, 7 October 2021, Ebusco announced its intention to launch an offering and admission to listing on Euronext Amsterdam. On Monday, 18 October 2021, the Company announced the publication of the Prospectus and the indicative price range for the IPO. On Friday, 22 October 2021, Ebusco announced its pricing statement for the IPO. The press releases are available on the corporate website of Ebusco (www.ebusco.com), subject to securities law restrictions in certain jurisdictions.
Rob Stevens Manager Marketing & Communication Tel: +31 88 110 02 23 [email protected]
For press images: www.ebusco.com/press/
Ebusco is a developer, manufacturer, and distributor of zero emission buses and charging systems as well as a supplier of ancillary products and services to the electric vehicle ecosystem. As an innovative frontrunner in the development of electric buses, its mission is to contribute to a better living environment by driving the transition to zero emission public transportation.
Ebusco's buses currently operate in multiple countries in Europe, including in major cities such as Amsterdam, Frankfurt, and Munich. Ebusco was founded in 2012 and had a workforce of over 214 full-time employees as at 30 June 2021. The company is headquartered in Deurne, the Netherlands and has, next to its production facilities in Deurne, a third-party facility in Xiamen, China.
For more information: www.ebusco.com
This announcement is not for release, distribution, or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This announcement is for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy any securities of the Company (such securitiesthe "Securities") in the United States, Canada, Australia, Japan or South Africa or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of Securities for sale into the United States. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of Securities is being made in the United States.
In the United Kingdom, this announcement is, and any other materials in relation to the Securities are and will be, only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the Prospectus Regulation (EU) 2017/1129 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018) 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"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any person or legal entity which is a qualified investor within the meaning of Article 2(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 Securities to be offered so as to enable the
investor to decide to purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any amendments thereto.
No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of this announcement is or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
This announcement may contain inside information as defined in article 7 of the Market Abuse Regulation (Regulation (EU) No 596/2014).
This announcement may include statements, including the Company's financial and operational medium-term objectives that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements may be identified by the use of forwardlooking terminology, including the terms ''believes'', "aims", "forecasts", ''estimates'', ''plans'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of the Company, as well as ING Bank N.V., J.P. Morgan AG and Morgan Stanley Europe SE (together, the "Joint Global Coordinators") and, together with Barclays Bank Ireland PLC, Jefferies GmbH and Jefferies International Limited as joint bookrunners (the "Joint Bookrunners"), Coöperatieve Rabobank U.A., in cooperation with Kepler Cheuvreux S.A. as the co-lead manager (the "Co-Lead Manager") (together with the Joint Bookrunners, the "Underwriters") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Underwriters are acting exclusively for the Company and no one else in connection with any offering of Securities. They will not regard any other person as their respective clients in relation to any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to any offering of Securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein. None of the Underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors,
officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in these materials (or whether any information has been omitted from these materials) or any other information relating to the group, its subsidiaries or associated companies, 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 announcement or its contents or otherwise arising in connection therewith. Accordingly, the Underwriters disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.
In connection with the Offering, each of the Underwriters and any of their affiliates, may take up a portion of the Securities in the Offering as a principal position and, in that capacity, may retain, purchase, sell, offer to sell for its own account such Securities and other securities of the Company or related investments in connection with the Offering or otherwise. In addition, each of the Underwriters and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which each of the Underwriters and any of their affiliates may from time to time acquire, hold or dispose of Securities. None of the Underwriters or their affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This announcement does not constitute a prospectus. Any offer to acquire Securities pursuant to the Offering has been made, and any investor should make his investment, solely on the basis of information that is contained in the Prospectus in connection with the Offering. There will be no public offer in any jurisdiction. The Prospectus may be obtained through the corporate website of the Company, subject to securities law restrictions in certain jurisdictions.
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, the "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 Offer Shares subject of the Offering have been subject to a product approval process, which has determined that such Offer 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 (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of the Offer Shares may decline and investors could lose all or part of their investment; the Offer Shares offer no guaranteed income and no capital protection; and an investment in the Offer 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 Offer Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Offer Shares and determining appropriate distribution channels.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.