Exclusive Networks S.A.: Press release regarding the latest information on stabilization activities and the end-of stabilization information
Not for distribution directly or indirectly in the United States, Canada, Australia or Japan
Regulatory News:
Exclusive Networks S.A. (Paris:EXN):
I. Latest information on stabilization activities
Exclusive Networks S.A. (“Exclusive Networks”), has received notification that J.P. Morgan AG, acting as stabilizing manager in the context of the first admission to trading of ordinary shares of Exclusive Networks on Euronext Paris, has undertaken stabilization activities (as defined under Article 3.2(d)), of the Regulation (EU) No 596/2014 (the "Market Abuse Regulation")) of the following securities:
| Issuer:
|
Exclusive Networks
|
| Securities:
|
Ordinary shares with a nominal value of 0.08 euro (ISIN: FR0014005DA7)
|
| Offering Size:
|
18,295,307 ordinary shares (excluding the over-allotment option)
|
| Offer Price:
|
20 euros per ordinary share
|
| Market:
|
Euronext Paris
|
| Stabilization Manager:
|
J.P. Morgan AG
|
Pursuant to Article 6, paragraph 2, of Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation (the "Delegated Regulation (EU) 2016/1052") with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures, Exclusive Networks, on the basis of the information disclosed by J.P. Morgan AG, hereby communicates the data relating to the stabilization activities undertaken by J.P. Morgan AG as stabilization agent between 15 October 2021 and 22 October 2021.
| Execution
|
Intermediary
|
Buy/
|
Number of shares
|
Average
|
Lowest/Highest
|
Aggregate
|
Stabilisation
|
| Sell/
|
|||||||
| Transfer
|
|||||||
| 15-Oct-21
|
J.P. Morgan AG
|
Buy
|
431
|
€ 20.000000
|
20 / 20
|
€ 8,620
|
Euronext Paris
|
| 18-Oct-21
|
J.P. Morgan AG
|
Buy
|
0
|
n/a
|
n/a
|
n/a
|
n/a
|
| 19-Oct-21
|
J.P. Morgan AG
|
Buy
|
4,453
|
€ 20.000000
|
20 / 20
|
€ 89,060
|
Euronext Paris
|
| 20-Oct-21
|
J.P. Morgan AG
|
Buy
|
4,037
|
€ 20.000000
|
20 / 20
|
€ 80,740
|
Euronext Paris
|
| 21-Oct-21
|
J.P. Morgan AG
|
Buy
|
9,221
|
€ 19.994427
|
19.95 / 20
|
€ 184,369
|
Euronext Paris
|
| 22-Oct-21
|
J.P. Morgan AG
|
Buy
|
5,831
|
€ 19.994900
|
19.96 / 20
|
€ 116,590
|
Euronext Paris
|
The detailed list of transactions is available on Exclusive Networks' website in the section dedicated to the IPO (www.exclusive-networks-ir.com/ipo).
This press release is issued also on behalf of J.P. Morgan AG pursuant to Article 6, paragraph 2, of the Delegated Regulation (EU) 2016/1052.
II. End-of stabilization information
In accordance with the provisions of the Market Abuse Regulation and the Delegated Regulation (EU) 2016/1052, concerning the conditions applicable to buyback programs and stabilization measures, J.P. Morgan, AG, acting as stabilizing agent, declares that it carried out stabilization operations on Euronext Paris as part of the Exclusive Networks initial public offering.
The stabilization period began on 23 September 2021 (following the publication of the results of the offering by Exclusive Networks) and ended on 22 October 2021.
Stabilization transactions were carried out within the following price ranges:
| Execution Date
|
Intermediary
|
Transaction price ranges
|
Stabilization
|
|
| Lowest Price
|
Highest Price
|
|||
| 23-Sep-21
|
J.P. Morgan AG
|
€ 17.7660
|
€ 20.0000
|
Euronext Paris
|
| 24-Sep-21
|
J.P. Morgan AG
|
€ 18.9720
|
€ 20.0000
|
Euronext Paris
|
| 27-Sep-21
|
J.P. Morgan AG
|
€ 19.9000
|
€ 20.0000
|
Euronext Paris
|
| 28-Sep-21
|
J.P. Morgan AG
|
-
|
-
|
Euronext Paris
|
| 29-Sep-21
|
J.P. Morgan AG
|
€ 20.0000
|
€ 20.0000
|
Euronext Paris
|
| 30-Sep-21
|
J.P. Morgan AG
|
€ 19.9820
|
€ 20.0000
|
Euronext Paris
|
| 01-Oct-21
|
J.P. Morgan AG
|
€ 20.0000
|
€ 20.0000
|
Euronext Paris
|
| 04-Oct-21
|
J.P. Morgan AG
|
-
|
-
|
Euronext Paris
|
| 05-Oct-21
|
J.P. Morgan AG
|
-
|
-
|
Euronext Paris
|
| 06-Oct-21
|
J.P. Morgan AG
|
-
|
-
|
Euronext Paris
|
| 07-Oct-21
|
J.P. Morgan AG
|
-
|
-
|
Euronext Paris
|
| 08-Oct-21
|
J.P. Morgan AG
|
€ 19.8600
|
€ 20.0000
|
Euronext Paris
|
| 11-Oct-21
|
J.P. Morgan AG
|
€ 19.8020
|
€ 20.0000
|
Euronext Paris
|
| 12-Oct-21
|
J.P. Morgan AG
|
€ 19.9000
|
€ 20.0000
|
Euronext Paris
|
| 13-Oct-21
|
J.P. Morgan AG
|
€ 19.8500
|
€ 20.0000
|
Euronext Paris
|
| 14-Oct-21
|
J.P. Morgan AG
|
€ 20.0000
|
€ 20.0000
|
Euronext Paris
|
| 15-Oct-21
|
J.P. Morgan AG
|
€ 20.0000
|
€ 20.0000
|
Euronext Paris
|
| 18-Oct-21
|
J.P. Morgan AG
|
-
|
-
|
Euronext Paris
|
| 19-Oct-21
|
J.P. Morgan AG
|
€ 20.0000
|
€ 20.0000
|
Euronext Paris
|
| 20-Oct-21
|
J.P. Morgan AG
|
€ 20.0000
|
€ 20.0000
|
Euronext Paris
|
| 21-Oct-21
|
J.P. Morgan AG
|
€ 19.9520
|
€ 20.0000
|
Euronext Paris
|
| 22-Oct-21
|
J.P. Morgan AG
|
€ 19.9600
|
€ 20.0000
|
Euronext Paris
|
In addition, J.P. Morgan AG, as stabilizing agent, acting on its own and on behalf of the Managers, exercised in part the over-allotment option to purchase an aggregate 319,097 additional existing shares from Everest UK HoldCo Limited (259,811 shares) and HTIVB (59,286 shares), at the initial public offering price of €20.00 per share.
As a result, the total number of Exclusive Networks shares offered in its initial public offering amounts to 18,614,404 shares, thereby increasing the total offering size to €372,288,080. After exercise of the over-allotment option, the free float will represent approximately 20.3% of Exclusive Networks' share capital.
About Exclusive Networks
Exclusive Networks is a leading global specialist in innovative cybersecurity technologies, providing services to accelerate the sale of cybersecurity disruptive and digital infrastructure technologies on a global scale. Exclusive Networks helps cybersecurity vendors scale their businesses globally, and offering channel partners (such as value-added resellers, system integrators, telcos and managed service providers) expertise, disruptive technologies and services to fit the needs of their corporate customers. Exclusive Networks also works with several vendors offering solutions in specific sub-segments beyond cyber.
Exclusive Networks excels by combining global scale with local execution. With offices in 40 countries and the ability to service customers across five continents and in over 150 countries, Exclusive Networks, headquartered in France, offers a “global scale, local sale” model. This model enhances performance in local operations by providing both global and local support. This approach has enabled Exclusive Networks to (i) develop one of the world's broadest portfolios of cybersecurity solutions from over 240 leading vendors and (ii) develop a worldwide customer base, consisting of over 18,000 VARs, SIs, Telcos and MSPs, indirectly serving more than 110,000 end-customers. Over the period from 2018 to 2020, Exclusive Networks engaged in business in more than 124 countries.
Exclusive Networks’ approach enables vendors to adopt a simple and agile go-to-market model in relation to their cybersecurity and digital infrastructure solutions, while benefitting from Exclusive Networks’ local expertise and market knowledge in each jurisdiction where it operates. Exclusive Networks’ scale is equally important to its customers as their own end-users may be located in multiple regions of the world. In addition, Exclusive Networks helps its customers through its expertise in vendor selection as cybersecurity and digital infrastructure solutions become ever more complicated and keep evolving in the face of increasing cybersecurity threats.
Important Notice
This press release does not constitute a public offer to sell or purchase, or a public solicitation of an offer to sell or purchase, securities in the United States or in any other country or jurisdiction. Exclusive Networks shares 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. Exclusive Networks does not intend to register in the United States any portion of the offering or to conduct a public offering of the shares in the United States.
No communication nor any information relating to this transaction or to Exclusive Networks may be distributed in any country or jurisdiction where such distribution would require registration or approval of securities. No such registration or approval has been or will be obtained outside of France. The distribution of this press release in certain countries may be prohibited under applicable law. Exclusive Networks assumes no responsibility if there is a violation of applicable law and regulation by any person.
This announcement is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the “Prospectus Regulation”), also forming part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”). The prospectus approved by the French Financial Markets Authority (the “AMF”) is available on the AMF website (www.amf-france.org) and on Exclusive Networks' website in the section dedicated to the IPO (www.exclusive-networks-ir.com/ipo).
With respect to the member States of the European Economic Area and to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State other than France. As a result, the shares may not and will not be offered in any relevant member State other than France except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation, or under any other circumstances which do not require the publication by Exclusive Networks of a prospectus pursuant to Article 3(2) of the Prospectus Regulation, also forming part of the domestic law in the United Kingdom by virtue of EUWA, and/or to applicable regulations of that relevant member State or the United Kingdom.
In France, an offer to the public of securities may not be made except pursuant to a prospectus that has been approved by the AMF. The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.
This announcement is not a prospectus, a disclosure document or a product disclosure statement for the purposes of the Australian Corporations Act 2001 (Cth) ("Corporations Act"). The provision of this announcement to any person does not constitute an offer of, or an invitation to apply for, any securities in Australia. This press release is intended for distribution to, and any offer in Australia of the securities of the Company may only be made to, persons who are "sophisticated investors" or "professional investors" within the meaning of section 708 of the Corporations Act, and who are a "wholesale client" within the meaning of section 761G of the Corporations Act.
In Canada, the information contained in this announcement is only addressed to and directed at persons who are accredited investors and permitted clients as defined in Canadian securities legislation.
View source version on businesswire.com: https://www.businesswire.com/news/home/20211022005481/en/
Enquiries
For additional information, please contact:
Media:
FTI Consulting
Emily Oliver/Christina Zinck
Contact via exclusivenetworks@fticonsulting.com
Exclusive Networks
Hadas Hughes, VP Global Marketing and Communications
Hacene Boumendjel, Head of Investor Relations
Contact via IR@exclusive-networks.com
