Press release regarding the terms of the stabilization transactions
and the over-allotment option
Paris, 29 June 2021 – Believe, one of the world’s leading digital music companies, announces today 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 European Union and the Council and Delegated Regulation No 2016/1052 of the European Commission of March 8, 2016, concerning the conditions applicable to buyback programs and stabilization measures, J.P. Morgan, AG, acting as stabilizing agent, declares that it carried out stabilization operations on Euronext Paris as part of the Believe initial public offering.
The stabilization period that began on 9 June 2021 (following the publication of the results of the offering by Believe) ended on 29 June 2021.
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)|| Stabilisation Trading Venue|
|10-Jun-21||J.P. Morgan AG||Buy||1,000,000||17.168800||15.9680 / 18.4020||17,168,805.60||Euronext Paris|
|11-Jun-21||J.P. Morgan AG||Buy||200,000||17.093300||16.4380 / 17.5480||3,418,655.68||Euronext Paris|
|14-Jun-21||J.P. Morgan AG||Buy||50,000||17.381549||17.0300/ 17.5980||869,077.39||Euronext Paris|
|15-Jun-21||J.P. Morgan AG||Buy||47,135||17.492218||17.376 / 17.6380||824,495.64||Euronext Paris|
|16-Jun-21||J.P. Morgan AG||Buy||55,000||17.357862||17.0760 / 17.6680||954,682.42||Euronext Paris|
|17-Jun-21||J.P. Morgan AG||Buy||39,447||17.161869||16.966 / 17.3060||676,984.23||Euronext Paris|
|18-Jun-21||J.P. Morgan AG||Buy||50,921||17.037622||16.8460 / 17.5000||867,572.72||Euronext Paris|
|21-Jun-21||J.P. Morgan AG||Buy||50,000||16.96437||16.812 / 17.1720||848,218.41||Euronext Paris|
|22-Jun-21||J.P. Morgan AG||Buy||9,800||16.5452||16.338 / 17.0020||162,142.98||Euronext Paris|
|23-Jun-21||J.P. Morgan AG||Buy||9,658||16.21415||16.008 / 16.4780||156,596.15||Euronext Paris|
|24-Jun-21||J.P. Morgan AG||Buy||7,854||15.49457||15.326 / 16.0880||121,694.30||Euronext Paris|
|25-Jun-21||J.P. Morgan AG||Buy||7,646||14.88603||14.588 / 15.2160||113,818.59||Euronext Paris|
|28-Jun-21||J.P. Morgan AG||Buy||6,000||14.97507||14.636 / 15.4080||89,850.40||Euronext Paris|
|29-Jun-21||J.P. Morgan AG||Buy||5,000||14.92001||14.508 / 15.274||74,600.03||Euronext Paris|
In addition, J.P. Morgan AG, as stabilizing agent, acting on its own and on behalf of the Managers, has informed the Company that the over-allotment option will not be exercised.
As a result, the total number of Believe shares issued in its initial public offering amounts to 15,384,616 new shares, i.e. an offering size of approximately €300 million. After the initial public offering, the share capital of Believe amounts to €479,267.29, i.e. 95,853,458 ordinary shares with a nominal value of €0.005 per share, representing the same number of voting rights.
In addition, Believe’s share capital and voting rights split set out in the press release announcing the results of its initial public offering, published on 9 June 2021, remains unchanged.
Believe is one of the world’s leading digital music companies. Believe’s mission is to develop independent artists and labels in the digital world. We accomplish our mission by providing them the solutions they need to grow their audience at each stage of their career and development. Believe’s passionate team of digital music experts around the world leverages the Group’s global technology platform to advise artists and labels, distribute and promote their music. Our 1,270 employees in more than 50 countries aim to support independent artists and labels with a unique digital expertise, respect, fairness and transparency. Believe offers its various solutions through a portfolio of brands including TuneCore, Believe, Nuclear Blast, Naïve, Groove Attack and AllPoints. Believe is listed on compartment A of the Euronext Paris stock exchange (Ticker: BLV, ISIN: FR0014003FE9). www.believe.com
Brunswick – Benoit Grange / Hugues Boëton
+33 (0) 6 14 45 09 26/ +33 (0) 6 79 99 27 15
This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer in France, United Kingdom, United States, Canada, Australia, Japan or any other country.
No communication and no information in respect of this transaction or of Believe may be distributed to the public in any jurisdiction where a registration or approval is required.
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 (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 (www.ipo.believe.com).
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”). 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.
Securities may not be offered or sold in the United States unless they have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or are exempt from registration. Believe does not intend to make a public offer of its shares in the United States.
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 Canada, Australia or Japan. This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.