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OVHcloud : Exercise of the over-allotment option for €50 million

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Exercise of the over-allotment option for €50 million
Success of the transaction with a final size of €450 million, now the largest IPO in the technology sector on Euronext Paris since 2014

Roubaix, 21 October 2021 – OVH Groupe (“OVHcloud”) announces today the exercise of the over-allotment option and publishes the details of the stabilization transactions carried out in connection with its initial public offering on the regulated market of Euronext Paris.

In accordance with the provisions of Regulation (EU) No 596/2014 of the European Parliament and the Council and Delegated Regulation No 2016/1052 of the European Commission of 8 March 2016, concerning the conditions applicable to buyback programs and stabilization measures, BNP PARIBAS (“BNP PARIBAS”), acting as Stabilization Agent, declares that it carried out stabilization activities (as defined under Article 3.2.(d) of Regulation (EU) No. 596/2014) in relation to the first admission to trading on Euronext Paris of the following securities:

Issuer:

OVH Groupe

Securities:

Ordinary shares with a nominal value of 1 euro (ISIN: FR0014005HJ9)

Offer Size:

21,621,621 ordinary shares (excluding the overallotment option)

Offer Price:

18.50 euros per ordinary share

Market:

Euronext Paris

Stabilization Agent:

BNP PARIBAS

Pursuant to Article 6, paragraph 2, of Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures, OVHcloud, on the basis of the information disclosed by BNP PARIBAS, hereby communicates the data relating to the stabilization activities undertaken by BNP PARIBAS as Stabilization Agent.

Stabilization transactions were carried out within the following price ranges:

Execution Date

Intermediary

Buy / Sell / Transfer

Number of shares

Average transaction price (in euros)

Lowest price / Highest price (in euros)

Aggregate amount (in euros)

Stabilization trading venue

15/10/
2021

Exane BNP Paribas

Buy

530,000

18.3547

17.90 / 18.50

9,727,991

Euronext Paris

This press release is issued also on behalf of BNP PARIBAS pursuant to Article 6, paragraph 2, of Commission Delegated Regulation (EU) 2016/1052.
In addition, BNP Paribas, acting as Stabilization Agent, acting on its own and on behalf of the Managers, exercised on 21 October 2021 the balance of the over-allotment option to purchase 2,713,244 additional existing shares from KKR and TowerBrook Capital Partners, at the initial public offering price of €18.50 per share corresponding to a total amount of approximately €50.2 million. This ends the stabilization period that began on 14 October 2021 (following the publication of the results of the offering by OVHcloud).
As a result, the total number of OVHcloud shares offered in its initial public offering amounts to 24,334,865 shares, thereby increasing the total offering size to €450 million at the initial public offering price of €18.50.
After the exercise of the over-allotment option, OVHcloud’s public float amounts to 12.9% of its total share capital. Following the offering and the exercise of the over-allotment option, OVHcloud’s share capital will be held as follows:

Holding

Shareholder

Number of Shares

% of Share Capital

% of Voting Rights

Klaba Family(1)

18,196,292

9.7%

9.7%

Digital Scale SAS(2)

25,980,191

13.8%

13.8%

Yellow Source SAS(2)

24,026,666

12.7%

12.7%

Deep Code SAS(3)

25,316,067

13.4%

13.4%

Bleu Source SAS(3)

24,026,666

12.7%

12.7%

Innolys SAS(4)

13,146,668

7.0%

7.0%

Invest Bleu SAS

432,433

0.2%

0.2%

Total held in concert by the Klaba Family and entities controlled by the Klaba Family

131,124,983

69.6%

69.6%

Spiral Holdings BV(5)

14,523,570

7.7%

7.7%

Spiral Holdings SCA(6)

14,523,570

7.7%

7.7%

Executives, former executives and directors of the Group(7)

4,025,728

2.1%

2.1%

Public Float

24,334,865

12.9%

12.9%

TOTAL

188,532,716

100.0%

100.0%

(1) The Klaba Family includes Messrs. Henryk, Octave and Miroslaw Klaba and Mrs. Halina Klaba.

(2) Entities controlled by Mr. Octave Klaba and the members of his family.

(3) Entities controlled by Mr. Miroslaw Klaba and the members of his family.

(4) Entity held by Messrs. Octave and Miroslaw Klaba.

(5) Entity indirectly owned by investment funds managed or advised by TowerBrook Capital Partners

(6) Entity indirectly owned by investment funds and other entities managed or advised by KKR

(7) Excluding directors representing the Klaba Family and including a director who did not remain a director after the Global Offering.

About OVHcloud

OVHcloud is a global player and Europe’s leading cloud provider operating over 400,000 servers within 33 data centers across four continents. For 20 years, the Group has relied on an integrated model that provides complete control of its value chain: from the design of its servers, to the construction and management of its data centers, including the orchestration of its fiber-optic network. This unique approach allows it to independently cover all the uses of its 1.6 million customers in more than 140 countries. OVHcloud now offers latest generation solutions combining performance, price predictability and total sovereignty over their data to support their growth in complete freedom.

Media Contacts:

OVHcloud
Marie Vaillaud – Head of Corporate Communications
marie.vaillaud@ovhcloud.com
+ 33 6 49 32 74 02

Brunswick
Aurélia de Lapeyrouse +33 6 21 06 40 33
Guillaume Maujean +33 6 67 74 36 89
ovhcloud@brunswickgroup.com

Disclaimers

This announcement does not, and shall not, in any circumstances constitute a public offering or an invitation to the public in connection with any offer.

No communication and no information in respect of this transaction or of OVHcloud may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction (other than France) where such steps would be required. The issuance, the subscription for or the purchase of OVHcloud’s shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. OVHcloud assumes no responsibility for any violation of any such restrictions by any person.

United States. This announcement is not an offer for sale of securities in the United States or any other jurisdiction. Securities 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. OVHcloud does not intend to register any securities in the United States or to conduct a public offering of securities in the United States.

European Union. This announcement is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017, as amended (the “Prospectus Regulation”). The prospectus approved by the AMF is available on the AMF website (www.amf-france.org) and the company’s website dedicated to the IPO (https://ipo.ovhcloud.com/).

In France, an offer of securities to the public may only be made pursuant to a prospectus approved by the AMF. With respect to the member States of the European Economic Area (each, a “relevant member State”), other than France, no action has been undertaken or will be undertaken to make an offer to the public of the shares requiring a publication of a prospectus in any relevant member State. Consequently, the securities cannot be offered and will not be offered in any member State (other than France), except in accordance with the exemptions set out in Article 1(4) of the Prospectus Regulation, or in the other case which does not require the publication by OVHcloud of a prospectus pursuant to the Prospectus Regulation and/or applicable regulation in the member States.

This press release does not constitute an offer of the securities to the public in the United Kingdom. The distribution of this press release is not made, and has not been approved, by an authorized person (“authorized person”) within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended) and (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “Relevant Persons”). The securities of OVHcloud are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire the securities of OVHcloud may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia. This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Japan or Australia.

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