SUSE S.A. sets final offer price for IPO at €30 per share

SUSE S.A. / Key word(s): IPO
SUSE S.A. sets final offer price for IPO at €30 per share

17-May-2021 / 20:55 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

SUSE S.A. sets final offer price for IPO at €30 per share

Nuremberg, 17 May 2021 - SUSE S.A. (the "Company" or "SUSE") and its owner Marcel LUX III SARL ("the Selling Shareholder"), a company indirectly owned by funds advised by EQT AB Group, has set the final offer price for its IPO at €30 per share.

Assuming full exercise of the Greenshoe Option, the total offer volume amounts to approximately €1.1 billion and implies a total market capitalization of €5 billion, in each case based on the final offer price. Upon completion of the offering the expected free float will amount to 24.3%, assuming full exercise of the Greenshoe Option.

The total offer size amounts to 37.3 million shares, assuming full exercise of the Greenshoe Option. 18.3 million newly issued shares were placed reaching gross primary proceeds of approximately €0.5 billion. In addition, 14.2 million existing shares were placed from the holdings of the Selling Shareholder reaching gross secondary proceeds of approximately €0.4 billion. A Greenshoe Option for up to 4.8 million existing shares has been granted from the holdings of the Selling Shareholder.

Trading in the Company's shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is expected to commence on 19 May 2021 under the trading symbol SUSE and the ISIN LU2333210958.

Jonathan Atack 
Investor Relations, SUSE
Phone: +44 7741 136019

Harald Kinzler
Kekst CNC
Phone: +49 172 899 6267


These materials may not be published, distributed or transmitted in Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of SUSE S.A. (the "Company") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company 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 (the "Securities Act"). There will be no public offering of the securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

The contents of this announcement have been prepared by and are the sole responsibility of SUSE S.A. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. A public offer in Germany has been made solely by the means of, and based on, the published securities prospectus (including any supplements thereto, if any). An investment decision regarding the publicly offered securities of SUSE S.A. should only be made on the basis of the securities prospectus. The securities prospectus is available free of charge on the website of SUSE S.A.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are qualified investors as defined in Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, (ii) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (iii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. None of the Company, the Selling Shareholders, the underwriters of the offering (the "Underwriters") and their respective affiliates not assume any obligations to update, review or revise any forward-looking statements. Moreover, it should be noted that all forward looking statements only speak as of the date of this release and that neither the Company, the Selling Shareholder nor the Underwriters assume any obligation, except as required by law, to update any forward looking statement or to conform any such statement to actual events or developments.

In connection with the offering of the shares, the Underwriters and any of their affiliates, may take up a portion of the shares in the offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the offering or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Underwriters and any of their affiliates acting in such capacity. In addition, the Underwriters and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences ) with investors in connection with which the Underwriters and any of their affiliates may from time to time acquire, hold or dispose of shares. The Underwriters do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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 shares have been subject 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 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 shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels


17-May-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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