Exasol AG successfully completes a capital increase

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Nuremberg, Germany, 3 December 2020 – Exasol AG (ISIN DE000A0LR9G9; www.exasol.com), a global technology company providing a high-performance Loading...analytics database, announces that a capital increase of 10 percent of the share capital has been fully placed with institutional investors in an accelerated bookbuilding process completed yesterday.

The Capital Increase was oversubscribed by almost three times which enabled the bookbuilding to close after only a few hours.

All New Shares were allocated at a placement price of EUR 19.50 per share in a private placement. The transaction generated gross issue proceeds of EUR 43.3m

Aaron Auld, CEO of Exasol, said, “We are very pleased with the successful placement of all offered shares. The high demand we saw from investors is strong proof of the capital market’s confidence in Exasol and in this particular transaction. The capital increase we’ve completed today will enable us to further strengthen our competitiveness, to continue to invest in our brand and employees, and to build new customer relations faster.”

The New Shares will carry the same rights as the existing shares (including dividend rights for the fiscal year 2020) and are to be included in trading on the European SME Growth Market “Scale” of the Frankfurt Stock Exchange without a prospectus. The inclusion in trading and delivery of the new shares is expected to take place on or around 8 December 2020.

The Company intends to use the net proceeds from the Capital Increase to visibly strengthen the balance sheet to underline its robust growth strategy and to accelerate international growth through key hires.

Hauck & Aufhäuser acted as Sole Global Coordinator and Sole Bookrunner in the Capital Increase.

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IMPORTANT NOTE

This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities of Exasol AG. In connection with the Capital Increase there has not been, nor will there be, any public offering of the New Shares.

The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions, and persons reading this announcement should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the “United States“), Australia, Canada or Japan. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities of Exasol AG in the United States. The New 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 applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Exasol AG does not intend to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to qualified institutional buyers as defined in Rule 144A under the Securities Act.

In the United Kingdom, this announcement 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 (all such persons are collectively referred to herein as “relevant persons“). The New Shares 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 announcement or any of its contents. In member states of the European Economic Area (“EEA“) in which the Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation“), is in effect, other than Germany and the United Kingdom (the “Relevant Member States“), this announcement, and any offer following it, is only addressed to persons who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investors“). It is assumed that each person in the Relevant Member States who acquires or is offered New Shares as part of an offering (an “Investor“) has represented and agreed that such person is a Qualified Investor; that New Shares purchased by such person as part of the offering are not being purchased for any person in the EEA other than a Qualified Investor or persons in Germany, the United Kingdom or another Relevant Member State with comparable legal provisions, with respect to whom the Investor may make decisions at its own discretion; and that the New Shares would not be purchased for offer or re-sale in the EEA, if this would lead to Exasol AG or any of its affiliates being required to publish a prospectus under Article 3 of the Prospectus Regulation.