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VAPIANO SE plans IPO in 2017
 

Bonn, 31 May 2017 - Vapiano SE ("Vapiano" or "the Company") today announced its intention to pursue an initial public offering ("the Offering") of new and existing ordinary shares and a listing on the regulated market segment (Prime Standard) of the Frankfurt Stock Exchange. The listing is expected to occur in 2017.
 

- Vapiano intends to drive expansion in new and existing markets with a view to nearly double its restaurant count to reach 330 by the end of 2020

- "Fast Casual Dining" segment expected to grow at 10% CAGR^[1], ahead of any other segment in the restaurant industry, in Vapiano's focus markets^[2] until 2020, offering fast growth opportunities

- A pipeline of innovations and initiatives will further enhance the guest experience, including expanded take-away, delivery service options and the Vapiano People App
 

Vapiano is a successful European restaurant chain in the fast casual dining ("FCD") segment, offering trendy, modern Italian-inspired cuisine with the goal of delivering the freshest ingredients and flavours at attractive prices. The Company was among the first to enter the FCD category in Europe when opening its first location in Hamburg, Germany, in 2002. Since then, Vapiano has grown to 185 restaurants^[3],[4] in over 30 countries on five continents, achieving a compound annual growth rate (CAGR) of 27% over the past ten years. In 2016, Vapiano had over 40 million guests across all restaurants.

The FCD segment is one of the fastest growing categories in the restaurant industry. From 2010 to 2015, the FCD segment's market size grew at a CAGR of approximately 9% in Vapiano's eight focus markets. It is expected to grow at 10% per annum until 2020, offering significant expansion opportunities. Additionally, OC&C expects the Italian cuisine market to outgrow other cuisine segments in Vapiano's focus markets at a CAGR of approximately 9% from 2015 to 2020, reaching an estimated EUR177 billion by 2020. As a unique lifestyle brand with an internationally proven growth concept and the ability to address key consumer trends, Vapiano is geared to deliver on its expansion plans and generate returns. By the end of 2020, the Company aims to nearly double its number of restaurants.

Jochen Halfmann, CEO of Vapiano, said: "Over the past 15 years, Vapiano has been growing very successfully as a private company. Today, we are in a unique position to capitalise on the projected growth within the Fast Casual Dining segment. We intend to further drive our growth and profitability in the coming years through focused international expansion as well as concept and product innovation. We believe that gaining access to the capital markets is the right decision to support our growth plans."

Vapiano has an impressive financial track record driven by strong revenues, EBITDA^[5] growth and unit economics. Between 2014 and 2016, Total System Sales^[6] grew by approximately 8.7% annually to reach EUR460.4 million in 2016. Over the same period, revenue grew at a CAGR of 28% from EUR151.8 million to EUR248.6 million. Adjusted for acquisitions made in 2016, full-year 2016 revenues would have reached EUR292.3 million^[7].

Adjusted EBITDA net of pre-opening costs grew from EUR23.4 million in 2014 to EUR28.6 million in 2016, representing a CAGR of more than 10%. Taking into consideration acquisitions made in 2016, adjusted full-year EBITDA would have been EUR32.7 million^[8]. Average Unit Volumes, measuring total sales of all comparable restaurants^[9] divided by the number of comparable restaurants, totalled EUR3.3 million per unit, up from EUR3.2 million in 2015 and EUR3.1 million in 2014.

The Company has a rich history of implementing innovative ideas such as its front-cooking, customer-facing concept and RFID card system. Building upon this heritage, Vapiano continues to enhance the guest experience through own-brand products and food innovations, expanded take-away and delivery service options, terminal ordering to address feedback such as multiple queuing and the relaunch of its smartphone app, which allows customers to order from their smartphone or tablet while simultaneously collecting loyalty credits. The Company is further looking to keep the concept fresh by piloting new restaurant formats. The smaller-sized "Mini-Vapiano" is aimed at realising further market potential in central locations while "Freestanders" target travellers and business professionals on their commute home as well as friends and families.

Dr Thomas Tochtermann, Chairman of the Supervisory Board, said: "Vapiano is set up to accelerate growth with a winning value proposition and format, an impressive pipeline of innovative products and services and a strong and highly committed management team. Access to the capital markets will allow the Company to nearly double the number of its restaurants by the end of 2020, increasing its international footprint and profitability."

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

Details of the Offering and Use of Proceeds

In connection with the IPO, the Company is currently anticipating a primary offer size of EUR85 million and the sale of ordinary shares by existing shareholders, the amount of which is yet to be decided. Further ordinary shares will be made available by the selling shareholders pursuant to an over-allotment option.

The final free float post-IPO will depend on the number of new shares issued by the Company and the number of existing shares sold to new investors in the Offering.

Lock-up periods for the Company, management and existing shareholders will be in line with market standards.

The Company plans to use the majority of the net primary proceeds that it receives from the Offering to fund the Company's continued strong growth and expansion in new and existing markets as well as to repay subordinated shareholder loans of approximately EUR10 million.

As of the date of this release, approximately 44% of the current share capital of Vapiano is held by a subsidiary of Mayfair Vermögensverwaltung. A further 30% is held by VAP Leipzig GmbH & Co. KG, which is owned by Vapiano's founder Gregor Gerlach, and 25% is held by Exchange Bio GmbH, which is ultimately owned by early supporters of Vapiano Hans-Joachim and Gisa Sander. Management holds less than 1%. Mayfair Vermögensverwaltung and management do not intend to sell their existing shares as part of the Offering.

The Offering will consist of initial public offers in Germany and Luxembourg, and will comprise an offer of Shares to certain institutional investors in Germany 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

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 185 restaurants in over 30 countries on five continents. For more information, visit www.vapiano.com.

Press contact

Knut Engelmann
Phone: +49 60 5060 37570
Mobile: +49 174 234 2808
Email: knut.engelmann@cnc-communications.com

Investor Relations contact:

Harald Kinzler
Phone: +49 69 5060 37579
Mobile: +49 172 899 6267
Email: harald.kinzler@cnc-communications.com

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​^[1] Market study commissioned by the Company and prepared by OC&C Strategy Consultants GmbH

^[2] Focus markets defined as Germany, Austria, the Netherlands, the United Kingdom, Sweden, France, the U.S. and China

^[3] As of 30 May 2017, Company information

^[4] The total number of restaurants comprises of all restaurants owned by the Group ("Corporate Restaurants") Vapiano restaurants operated by a joint venture ("Joint Venture Restaurants") or franchisees ("Franchise Restaurants"), collectively, "the restaurants").

^[5] EBITDA defined as net income before interest expense, interest income, provision (benefit) for income taxes as well as depreciation and amortization. Vapiano considers EBITDA to be a more representative measure of its operating results because it eliminates certain non-cash expenses that are not reflective of the underlying business performance.

^[6] Total System Sales is the sum of Corporate Restaurant and consolidated Joint Venture Restaurant Sales as well as restaurant sales reported by franchise and non-consolidated joint venture partners.

^[7] Adjusted for the acquisitions of French (EUR21m revenue effect) and Swedish (EUR23m revenue effect) Joint Venture Restaurants and Vapiano's Nuremberg Restaurant (EUR2.4m revenue effect), revenue for the year ended 31 December 2016 would have reached EUR292.3 million.

^[8] Adjusted for the acquisitions of French (EUR1.6m EBITDA effect) and Swedish (EUR2.1m EBITDA effect) Joint Venture Restaurants and Vapiano's Nuremberg Restaurant (EUR0.5m EBITDA effect), EBITDA for the year ended 31 December 2016 would have reached 32.7 million.

^[9] The comparable restaurant base includes Corporate Restaurants and Joint Venture Restaurants, including Restaurants acquired in the past three years (that were operated as Franchise Restaurants prior to the acquisition) that have been open for at least 12 months, and not closed for more than seven business days during that period.

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Disclaimer

This publication is an advertisement.

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 securities prospectus which is to be published. 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 Bundesanstalt für Finanzdiensleistungsaufsicht (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.