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VAPIANO SE sets price range for planned IPO between EUR 21 and EUR 27 per share

- Price range implies market capitalization at admission of approximately EUR 512 million to EUR 634 million

- Primary offering of approx. EUR 85 million, equating to up to approx. 4.0 million new shares

- Secondary offering of up to approx. 3.5 million existing shares, additional potential over-allotment of up to approx. 0.8 million shares

- Free float following the Initial Public Offering ("IPO" or "Offering") is expected to be above 30% of Vapiano's outstanding share capital, assuming full placement of over-allotment shares

- First day of trading planned for 27 June 2017

- Notification of stabilization measures

Bonn, 14 June 2017 - Vapiano SE ("Vapiano" or "the Company") has set the price range for shares offered in the planned Initial Public Offering (IPO) between EUR 21 and EUR 27 per share. The final offer price will be determined based on a bookbuilding process. Detailed information on the IPO is contained in the Vapiano IPO prospectus which is expected to be available in due course. Purchase orders for shares in the Company can only be submitted and will be only accepted during the offer period. The offer period will begin one working day after the Vapiano IPO prospectus has been approved by the German Federal Financial Supervisory Authority (BaFin), notified to the Commission de Surveillance du Secteur Financier (CSSF) and published. This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to subscribe any securities in any jurisdiction.

The IPO will comprise a primary offering up to 4,047,620 new shares and a secondary component of up to 3,533,123 existing shares from the holdings of the Company's existing shareholders VAP Leipzig GmbH & Co. KG and Exchange Bio GmbH (the "Selling Shareholders") ("base offering"). In addition, in order to cover potential over-allotments, up to 758,074 additional existing shares (approx. 10% of the base offering) will be provided by the Selling Shareholders. Based on the order book prepared during the book building process, the final offer price per share and the final number of shares to be sold are expected to be determined on or around 26 June 2017. Vapiano's shares are expected to commence trading on the regulated market segment (Prime Standard) of the Frankfurt Stock Exchange on 27 June 2017. Settlement of the IPO is expected to take place on 29 June 2017.

Jochen Halfmann, CEO of Vapiano, said: "We have grown very successfully in the past years as a private company. Access to the capital markets is the next logical step for us and will support our continued growth and innovation. We are excited about continuing our growth story as a listed company."

The Offering will consist of an initial public offering of shares in Germany and Luxembourg, and will comprise private placements to certain institutional investors outside Germany and Luxembourg and elsewhere outside of the United States in reliance on Regulation S under the Securities Act of 1933 as amended (the "Securities Act") and to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act.

Assuming placement of all offered shares, including all potential over-allotment shares, the free float is expected to be above 30% of Vapiano's issued and outstanding share capital.

The Company and its Management Board have committed to lock-up obligations for a period of 12 months starting from the first day the shares are traded. The lock-up period will be nine months for all other Vapiano employees, and six months for all other existing shareholders.

The Company plans to use the majority of the net primary proceeds generated via the Offering to fund the Company's continued growth and expansion in new and existing markets, the selective acquisition of associated companies and restaurants as well as to repay subordinated shareholder loans of approximately EUR10 million.

Barclays Bank PLC, Joh. Berenberg, Gossler & Co. KG, and Jefferies International Limited are acting as Joint Global Coordinators and jointly with UniCredit Bank AG as Joint Bookrunners. Lazard & Co. GmbH is acting as financial advisor to Vapiano.

Notification of stabilization measures

In connection with the Offering and in the scope admissible under Article 5(4) of the Market Abuse Regulation, Barclays Bank PLC (the "Stabilization Manager"), may make over-allotments or effect transactions aimed at supporting the stock exchange or market price of the Shares in order to counteract any selling pressure that may exist ("Stabilization Measures"). Stabilization Measures may not necessarily occur and may cease at any time. Stabilization Measures aimed at supporting the stock exchange or market price of the Shares may be taken from the date the Shares of the Company are introduced to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and continue for up to 30 calendar days after such date. Stabilization Measures may cause the stock exchange or market price of the Shares to be higher than it would otherwise have been. The Stabilization Manager may undertake Stabilization Measures on the regulated market of the Frankfurt Stock Exchange.

In connection with any Stabilization Measures that may be carried out, and to the extent permitted by law, up to approx. 0.8 million additional Shares may be allotted to investors as part of the offering in addition to the initial offer of Shares (the "Over-Allotment"). In connection with a potential Over-Allotment, the Stabilization Manager will be provided with up to approx. 0.8 million Shares from the holdings of the Selling Shareholders by way of a securities loan (Wertpapierdarlehen). In this context, with the sole purpose of covering potential Over-Allotments, the Selling Shareholders will grant the Stabilization Manager an irrevocable option to acquire up to approx. 0.8 million Greenshoe Shares from the holdings of the Selling Shareholders (the "Greenshoe Shares") at the Offer Price less agreed commissions, fees and expenses, to satisfy the retransfer obligation under the securities loan (the "Greenshoe Option"). The Greenshoe Option will expire 30 calendar days after the date on which the Shares are introduced to trading on the regulated market of the Frankfurt Stock Exchange and may only be exercised to the extent Shares have been placed by way of Over-Allotment.


About VAPIANO
With its innovative "Fresh Casual Dining" concept, gastronomic lifestyle brand VAPIANO founded a new category in the system catering industry in 2002. It combines elements of "fast casual" and "casual dining", thus giving guests a high degree of self-determination. Quality, freshness and transparency are the basis of the restaurant concept. VAPIANO uses almost exclusively fresh ingredients. Pasta, pizza dough, sauces, dressings as well as dolci are made from scratch in every single VAPIANO, sometimes even in the middle of the guest room in the glass manifattura. The dishes are prepared in the show kitchen, directly in front of the guest and "à la minute". This concept and a cosmopolitan ambience are VAPIANO's recipe for success. From Hamburg the idea quickly spread to the whole world. VAPIANO currently counts 186 restaurants in over 30 countries on five continents. For more information, visit www.vapiano.com.

Press contact

Knut Engelmann
Phone: +49 69 5060 37570
Email: knut.engelmann@cnc-communications.com

Investor Relations contact:

Harald Kinzler
Phone: +49 69 5060 37579
Email: harald.kinzler@cnc-communications.com


Disclaimer

This communication constitutes neither an offer to sell nor a solicitation to buy securities. The public offering (in Germany and Luxembourg) will be made solely by means of, and on the basis of, a published securities prospectus. An investment decision regarding the publicly offered securities of Vapiano SE should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (BaFin) and notification to the Commission de Surveillance du Secteur Financier (CSSF) and will be available free of charge from Vapiano SE, Kurt-Schumacher-Straße 22, D-53113 Bonn, Germany as well as on www.vapiano.com.

This communication does not constitute or form part of an offer of securities for sale or solicitation of an offer to purchase securities in the United States of America, Canada, Australia, Japan or in any other jurisdiction in which such offer may be restricted. The securities referred to in this communication have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except on the basis of an applicable exemption from registration or in a transaction not subject to registration under the Securities Act. There will be no public offering of securities in the United States or anywhere else, except for Germany and Luxembourg.

In the United Kingdom, this communication is directed only at persons who: (i) are qualified investors within the meaning of the Financial Services and Markets Act 2000 (as amended) and any relevant implementing measures and/or (ii) are outside the United Kingdom or (iii) have professional experience in matters relating to investments and fall within the definition of "investment professionals" contained in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or are persons falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or fall within another exemption to the Order (all such persons referred to in (i) to (iii) above together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The bookrunners are acting exclusively for the Company and the Selling Shareholders and no-one else in connection with the Offering. They will not regard any other person as their respective client in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any other matter referred to herein.

Forward-looking statements

Statements contained herein may constitute "forward-looking statements". Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology.

Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Group's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and the Group does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.