DGAP-Ad-hoc: NFON AG / Key word(s): IPO/IPO NFON AG: NFON AG adjusts IPO price range, continues to target gross proceeds of EUR 50 million from capital increase 07-May-2018 / 18:02 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR TO U.S. PERSONS. Adhoc Release according to Art. 17 (1) MAR NFON AG adjusts IPO price range, continues to target gross proceeds of EUR 50 million from capital increase Munich, 07 May 2018 - NFON AG (the "Company" and together with its subsidiaries, "NFON" or the "Group"), has reduced the price range and total issuance volume ahead of its planned IPO on the regulated market at the Frankfurt Stock Exchanges (Prime Standard), in light of the current volatility in capital markets. The price range of the offered shares was reduced to EUR 11.93 and EUR 14.00, from an initial range of EUR 15.60 and EUR 19.60. The targeted gross proceeds from the capital increase remain unchanged at EUR 50 million. Due to the lower price range, the number of new shares to be issued was increased to up to 4,191,114 new bearer shares but the total number of new shares to be issued from the offer depends on the final placement price. The adjusted price range corresponds to a market capitalization of c. EUR 165 million to c. EUR 185 million. Due to the reduced price range the anchor shareholder Milestone Venture Capital GmbH intends to buy shares in the IPO in order to secure a stake of 30.1% post-IPO. For this purpose, the investor will receive a preferential allotment of up to 714,571 shares. Moreover, the secondary offering of the existing shareholder including the over-allotment option was reduced to up to 2,556,578 ordinary bearer shares of NFON AG. The total issue volume including the capital increase, the offering by existing shareholders and the possible over-allotment option will thus be reduced to approximately EUR 80.5 million. Assuming that the greenshoe option is fully exercised, the free-float is expected to be approximately 41.5% of the share capital, calculated at the mid-point of the price range. The offer period was extended by one day and is expected to end on 09 May 2018 at 12:00 midday (Central European Summer Time) ("CEST") for private investors and at 16:00 (CEST) for institutional investors. A twelve-month lock-up period will apply for the Company and the existing shareholders as well as for shares acquired by Management and Milestone Venture Capital GmbH in the IPO. The addendum to the stock market prospectus indicating the amended terms of issue was approved by the German Financial Supervisory Authority (BaFin) today. The final offer price will be determined based on a book building process. The trading of the shares is scheduled for 11 May 2018, two days later as initially planned. Notifying person NFON AG Sabina Prüser +49 89 45300 134 [email protected] Contact persons CNC Communications & Network Consulting AG Knut Engelmann +49 174 234 2808 [email protected] NFON AG Thorsten Wehner +49 89 45300 121 [email protected] About NFON AG Headquartered in Munich, NFON AG is the only pan-European cloud PBX provider - counting more than 15,000 companies across 13 European countries as customers. NFON, the cloud telephone system, offers over 150 functions as well as a seamless integration of premium solutions. With our intuitive communications solutions, we enable European companies to improve their work a little, every single day. NFON is the new freedom of business communication. http://www.nfon.com Disclaimer This announcement is not an offer of securities for sale in the United States of America. The securities discussed herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act. No public offering of the securities discussed herein is being made in the United States of America and the information contained herein does not constitute an offering of securities for sale in the United States of America, Canada, Australia, Japan or any other jurisdiction in which such offering would be unlawful. This announcement is not for release, publication or distribution directly or indirectly in or into the United States of America, Australia, Canada, Japan or any other jurisdiction in which the distribution or release would be unlawful or to U.S. persons. In the United Kingdom, this information is directed at and/or for distribution only to (i) 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) high net worth companies falling within article 49(2)(a) to (d) of the Order (each such person hereinafter a "relevant person"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents. This release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. The offer will be made solely by means of the securities prospectus as supplemented by Addendum No 1. The securities prospectus and the Addendum No 1 are available free of charge at the Company's office, as well as, for viewing in electronic form, on the Company's website (https://ir.nfon.com). An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus as supplemented by Addendum No 1. --------------------------------------------------------------------------- 07-May-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: NFON AG Machtlfinger Straße 7 81379 Munich Germany Phone: +49 89 453 00 0 E-mail: [email protected] Internet: www.nfon.com ISIN: DE000A0N4N52, Notierung vorgesehen / intended to be listed WKN: A0N4N5 Listed: Regulated Market in Frankfurt (Prime Standard) End of Announcement DGAP News Service --------------------------------------------------------------------------- 683243 07-May-2018 CET/CEST