LA HULPE, Belgium–(BUSINESS WIRE)–NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SWITZERLAND, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT LEGAL NOTICE AT THE END OF THE PRESS RELEASE.
Today, Unifiedpost Group SA/NV (the “Company“) announces on behalf of certain of its shareholders (the “Selling Shareholders“) that a total of 258,417 existing shares, corresponding to approximately 0.8% of the Company’s share capital, were placed to a limited number of institutional investors, in accordance with the coordinated sale provisions agreed in connection with the Company’s initial listing (the “Private Sale“). The Company will not receive any proceeds from the Private Sale.
The Selling Shareholders belong to a group of approximately 80 shareholders in the Company that had already been shareholders ahead of the time of its initial listing in September 2020 and who agreed to a staggered lock-up undertaking towards the Company and the syndicate for a period of 180 days following closing of the initial listing (the “Other Shareholders“). An exemption from the lock-up undertaking provides for a coordinated sell-down allowing the Other Shareholders to sell a limited number of their shareholdings (i.e. up to max. 20%) in a coordinated manner in certain pre-defined disposal periods. The fourth and final disposal period commenced on 20 February 2021 and a total of 16 shareholders out of the overall group of approximately 80 Other Shareholders decided to participate in this fourth and final coordinated sell-down.
The remaining shares of the Selling Shareholders (as well as those of the further Other Shareholders) continue to be bound by the lock-up restrictions (and benefit from the exemptions) for the remainder of the 180 days lock-up period. The details on the terms and conditions of the coordinated sell-downs are set out in the listing prospectus of the Company published on 18 September 2020. The selling shareholders at the time of the initial listing, the bondholders, reference shareholders and management are not participating in this Private Sale and will continue to be subject to their relevant lock-up agreements entered into at the time of the initial listing.
Berenberg acted as Sole Bookrunner in connection with the Private Sale.
About Unifiedpost Group
Unifiedpost Group wants to become the leading cloud-based platform for SME business services built on “Documents”, “Identity” and “Payments”. Unifiedpost operates and develops a 100% cloud-based platform for administrative and financial services that allows real-time and seamless connections between Unifiedpost’s customers, their suppliers, their customers and other parties along the financial value chain. With its one-stop-shop solutions, Unifiedpost Group’s mission is to make administrative and financial processes simple and smart for its customers. Since its founding in 2001, Unifiedpost Group has grown significantly, expanding to offices in 15 countries throughout Europe, with more than 350 million documents processed in 2019, reaching over 400,000 SMEs and more than 250 Corporates across its platform today.
Noteworthy facts and figures:
- Established in 2001, with a proven track record
- 2019 pro-forma turnover EUR 69 million
- 750+ employees throughout Europe
- 350+ million documents processed in 2019
- Diverse portfolio of clients across a wide variety of industries (banking, leasing, utilities, media, telecommunications, travel, social security service providers, public organisations, etc.) ranging from large internationals to SMEs
- Unifiedpost Payments, a fully owned subsidiary, is recognised as a payment institution by the National Bank of Belgium
- Certified Swift partner
- International M&A track record
- Listed on the regulated market of Euronext Brussels, symbol: UPG
(*) Warning about future statements: The statements contained herein may contain forecasts, future expectations, opinions and other future-oriented statements concerning the expected further performance of Unifiedpost Group on the markets in which it is active. Such future-oriented statements are based on the current insights and assumptions of management concerning future events. They naturally include known and unknown risks, uncertainties and other factors, which seem justified at the time that the statements are made, but may possibly turn out to be inaccurate. The actual results, performance or events may differ essentially from the results, performance or events which are expressed or implied in such future-oriented statements. Except where required by the applicable legislation, Unifiedpost Group shall assume no obligation to update, elucidate or improve future-oriented statements in this press release in the light of new information, future events or other elements and shall not be held liable on that account. The reader is warned not to rely unduly on future-oriented statements.
IMPORTANT LEGAL INFORMATION
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This announcement is not for distribution, directly or indirectly in the United States of America, Australia, Canada, Switzerland, Japan, South Africa or any other jurisdiction where distribution would not be permitted by law. The information contained herein does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Switzerland, Japan or South Africa.
This announcement does not constitute an offer of securities in the United States of America, or a solicitation to purchase securities in the United States of America. The securities referred to herein have not been and will not be registered under the US Securities Act, or under the securities law of any state or jurisdiction in the United States of America and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States of America except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States of America. The Company has not registered, and does not intend to register, any portion of the offering in the United States of America. There will be no public offer of securities in the United States of America.
In the European Economic Area (the “EEA“) and in the United Kingdom the offer of securities to which this communication relates is only addressed to and is only directed at qualified investors in that Member State and the United Kingdom 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, and repealing Directive 2003/71/EC, and any implementing measure in each relevant Member State of the EEA and in the United Kingdom.
In addition, in the United Kingdom, this announcement and the offer of securities to which it relates is only addressed to and directed at (i) persons having professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order“), (ii) high net worth entities, etc. falling within Article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons“). The Private Sale, as the case may be, isonly available to, and any invitation, offer or agreement to purchase, or otherwise acquire 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. Accordingly, any person making or intending to make any offer within the EEA of the securities which are the subject of the Private Sale referred to herein should only do so in circumstances in which no obligation arises for the Company, the Selling Shareholders or the Sole Bookrunner to produce a prospectus for such offer. Neither the Company, the Selling Shareholders nor the Sole Bookrunner have authorized, nor do the Company, the Selling Shareholders or the Joint Bookrunner authorize, the making of any offer of Shares through any financial intermediary, other than offers made by the Sole Bookrunner which constitute the final placement of securities referred to herein. The securities referred to herein have not been and will not be, offered to the public in any Member State of the EEA or the United Kingdom.
INFORMATION TO DISTRIBUTORS
The Sole Bookrunner has informed the Company that the following information is intended for distributors only. The information is provided by the Sole Bookrunner and the Company does not assume responsibility for it.
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“), the Sole Bookrunner has informed the Company that it has submitted the shares subject of the proposed Private Sale (“Shares“) to a product approval process, which has determined that such 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 should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the 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 proposed Private Sale. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Sole Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.
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 Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.