DGAP-Adhoc: Vapiano SE decides on cash capital increase of EUR 2,033,418.00

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Vapiano SE decides on cash capital increase of EUR 2,033,418.00

Cologne, October 23, 2018

The Management Board of Vapiano SE (ISIN: DE000A0WMNK9), with the approval of the Supervisory Board, today decided on a capital increase in exchange for cash of EUR 2,033,418.00, from EUR 24,029,833.00 to EUR 26,063,251.00, excluding shareholder subscription rights. The share capital of the company will be increased by using part of the authorized capital approved at the Annual General Meeting on May 30, 2017. For this purpose, the company will issue 2,033,418 new bearer shares with the same rights as the existing shares of the company. The new shares will be offered to qualified investors at a price of a minimum of EUR 10.00 in an accelerated bookbuild. Vapiano's main shareholders, Mayfair Beteiligungsfond II GmbH & Co. KG, VAP Leipzig GmbH & Co. KG and Exchange Bio GmbH may also submit purchase orders within the scope of the bookbuild and have entered into a backstop agreement to acquire any unplaced new shares at a price of EUR 10.00.

The accelerated bookbuilding will start on October 23, 2018, and is expected to end on October 24, 2018. The company reserves the right to close the order book at any time.

The placement price will be determined by the Management Board after completion of the accelerated bookbuild. The placement price is expected to be announced on October 24, 2018.

The new shares will be admitted to trading on the regulated market without a prospectus and simultaneously on the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange, and will be included in the existing listing on October 26, 2018.

The capital increase will strengthen the equity base of Vapiano SE and significantly improve its financing structure. The net proceeds will be used to secure further growth and strategic development.

For further information, please contact:

Vapiano SE
Dr. Andrea Rolvering
Investor Relations
Im Zollhafen 2-4
50678 Köln
Tel: +49 221 67001 301
E-Mail: a.rolvering(at)vapiano.eu
Internet: http://www.vapiano.com

Important notice

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This publication is for information purposes only. It does not constitute an offer to purchase, sell, exchange or transfer any securities or a solicitation to submit an offer to purchase securities of Vapiano SE in the United States of America, Germany or any other jurisdiction. Neither this announcement nor its content shall form the basis of an offer in any jurisdiction. The securities of Vapiano SE may not be offered or sold in the United States of America without registration or an exemption from registration under the United States Securities Act of 1933, as amended (the 'Securities Act'). The securities of Vapiano SE have not been, and will not be, registered under the Securities Act.

In the United Kingdom, this publication is being directed only at persons who (i) 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 (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, partnerships, etc.) (all such persons together being referred to as 'Relevant Persons'). This publication is directed and distributed only to 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 publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In the member states of the European Economic Area ('EEA') that have implemented the Prospectus Directive (the 'Relevant Member States'), this announcement and any offer if made subsequently is directed exclusively to persons who are 'qualified investors' as defined by the Prospectus Directive ('Qualified Investors'). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 'Prospectus Directive Amending Directive', to the extent implemented in a Relevant Member State).

No action has been taken that would permit an offer or a purchase of the securities or distribution of this publication in any jurisdiction where such action would be unlawful. Persons who are in possession of this announcement are required to inform themselves about and observe any such restrictions.

This announcement does not constitute a recommendation concerning the private placement of securities described in this announcement (the 'Placement'). Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.

To the extent that this announcement contains forward-looking statements, such statements do not represent facts and are characterised by the words 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Vapiano SE and are based on current plans, estimates and forecasts which Vapiano SE has made to the best of its knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Vapiano SE. It should be kept in mind that actual events or developments may differ materially from those contained in or expressed by such forward-looking statements.