THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION
(EU) 596/2014.
NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) (U.S. PERSON) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (TOGETHER, THE UNITED STATES) OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW). THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES ISSUED BY THE COMPANY IN THE UNITED STATES OR IN ANY JURISDICTION WHERE SUCH OFFER OR SALE WOULD BE UNLAWFUL.
Breda, The Netherlands, 13 February 2025
CM.COM N.V. SUCCESSFULLY RAISES €20 MILLION THROUGH AN ACCELERATED BOOKBUILD OFFERING OF NEW SHARES
- CM.com has closed its equity offering of new ordinary shares in the capital of the Company
- The new shares have been successfully placed at a price of €6.70 per share, resulting in gross
proceeds of €20 million
- Proceeds will be used to strengthen CM.com’s balance sheet and provide greater operational and tactical flexibility during the next phase of the Company’s growth plan
CM.com N.V. (
CM.com or the
Company), a global Conversational Commerce platform, has successfully raised €20 million through an upsized accelerated bookbuild offering (the
Placing) of 2,985,075 new ordinary shares in the capital of the Company (representing c. 10.3% of existing issued share capital) (the
New Shares). The New Shares have been placed with institutional investors and members of the management of CM.com at an issue price of €6.70, representing a discount of 4.96% to the closing price of CM.com shares prior to announcement of the Placing on 12 February 2025 and a discount of 2.47% to the 5-day VWAP of €6.87.
The Placing was announced alongside a concurrent invitation to the holders (the
Bondholders) of all of CM.com’s outstanding convertible bonds (the
Bonds) (i) to tender their Bonds for purchase by the Company for cash (the
Tender Offer); and (ii) to consent to certain modifications to the terms and conditions of the Bonds (such invitation, the
Consent Solicitation and together with the
Placing and the
Tender Offer, the
Transaction).
For full details of the Tender Offer and Consent Solicitation please refer to yesterday’s announcement of the Transaction dated 12 February 2025.
Transaction rationale
Given current market conditions, the Company is taking proactive steps to address the upcoming maturity of the Bonds in September 2026 early through the Transaction and to extend the maturity profile of its debt. CM.com believes this improved financial flexibility will further help it execute on its strategy, with the Transaction being undertaken at a time when the Company has achieved positive EBITDA and free cash flow.
The Placing
Allocation of the New Shares has taken place today, 13 February 2025. Payment and delivery of the New Shares as well as admission to listing and trading of the New Shares are expected to take place on 17 February 2025. The New Shares will rank
pari passu in all respects with the existing shares of CM.com and will be issued under the Company’s shareholder authorisation as provided by the General Meeting.
The New Shares have been offered to certain eligible institutional investors in certain jurisdictions outside the United States in “offshore transactions” within the meaning of, and pursuant to, Regulation S under the U.S. Securities Act of 1933 (the
Securities Act), including qualified investors in the European Economic Area and the United Kingdom, as well as in reliance on any other exemption under the Prospectus Regulation. Within the United States, the New Shares have been sold exclusively to a limited number of “qualified institutional buyers” as defined in Rule 144A under the Securities Act in transactions exempt from, or not subject to, the registration requirements under the Securities Act.
In relation to the Placing, the Company and the members of its management board (Messrs J. van Glabbeek, G.F.A.M. Gooijers and J.P.M. de Graaf), are subject to customary lock-up undertakings ending 90 and 365 calendar days after the closing of the Placing respectively, subject to customary exceptions as well as waiver by the Joint Global Coordinators.
Syndicate
ABN AMRO Bank N.V., in cooperation with ODDO BHF SCA, and ING Bank N.V. are acting as Joint Global Coordinators and Joint Bookrunners (the
Joint Global Coordinators) and HSBC Continental Europe is acting as Joint Bookrunner (collectively, the
Banks) on the Placing.
Investor relations
Serge Enneman
investor.relations@cm.com
Tel. : +31 6 43280788