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VAPIANO SE sets final offer price at EUR 23 per share

• Total offer volume amounts to approximately EUR 184 million
• Market capitalization of approximately EUR 553 million
• Free-float expected to be approximately 32%

Bonn, 27 June 2017 - Today, Vapiano SE ("Vapiano" or "the Company") has set the final offer price for Vapiano shares at EUR 23 per share.

In total, 7,986,850 shares will be placed in the initial public offering. Thereof, 3,695,653 shares derive from a capital increase registered with the commercial register today and 3,533,123 shares from the holdings of the Company's shareholders VAP Leipzig GmbH & Co. KG and Exchange Bio GmbH (the "Selling Shareholders"). In addition, 758,074 shares have been made available from the holdings of the Selling Shareholders for purposes of covering over-allotments (the "Greenshoe Option").

Assuming a full exercise of the Greenshoe Option, the total offer volume amounts to approx. EUR 184 million. The Company will receive gross primary proceeds of approximately EUR 85 million the majority of which are intended 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.

Based on the final offer price, Vapiano's total market capitalization amounts to approximately EUR 553 million. Subject to a full exercise of the Greenshoe Option, the free float will amount to approximately 32%. The Vapiano shares will be traded on the regulated market (Prime Standard) of the Frankfurt Stock Exchange from 27 June 2017 under the trading symbol VAO and the International Securities Identification Number (ISIN) DE000A0WMNK9.

Jochen Halfmann, CEO of Vapiano, said: "We are pleased at the level of interest investors have shown in this offering, as well as in the confidence they have placed in Vapiano. We now want to build on this success and implement our expansion and innovation plans, and we are excited to continue our growth story as a now listed company."

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.
 

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 is available free of charge from Vapiano SE, Kurt-Schumacher-Straße 22, D-53113 Bonn, Germany as well as on http://ir.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.