promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could
cause actual future results, performance or events to differ materially from those described in these statements, and
neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this
release or the underlying assumptions. Each of the Company, BofA Securities Europe SA, Morgan Stanley Europe SE,
Deutsche Bank AG, Goldman Sachs Bank Europe SE, J.P. Morgan AG and Jefferies GmbH (each an "Underwriter" and together,
the "Underwriters") and their respective affiliates does not assume any obligations to update, review or revise any
forward-looking statements. Moreover, it should be noted that all forward looking statements only speak as of the date
of this release and that neither the Company nor the Underwriters assume any obligation, except as required by law, to
update any forward looking statement or to conform any such statement to actual events or developments.
Each of the Underwriters is acting exclusively for SUSE S.A. and no-one else in connection with the Offering. They will
not regard any other person as their respective clients in relation to the Offering and will not be responsible to
anyone other than the Company 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 transaction, arrangement or other matter
referred to herein.
In connection with the Offering of the shares, the Underwriters and any of their affiliates, may take up a portion of
the shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for
their own accounts such shares and other securities of the Company or related investments in connection with the
Offering or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, the Underwriters and any of their affiliates acting in such capacity. In addition,
the Underwriters and any of their affiliates may enter into financing arrangements (including swaps, warrants or
contracts for differences ) with investors in connection with which the Underwriters and any of their affiliates may
from time to time acquire, hold or dispose of shares. The Underwriters do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/
593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the shares have been subject to a product approval process, which has determined that such shares are: (i)
compatible with an end target market of retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the shares may decline and investors could lose all or part of their
investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is
compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and
determining appropriate distribution channels
In connection with the placement of the shares in the Company, Morgan Stanley Europe SE, acting for the account of the
underwriters, will act as stabilization manager (the "Stabilization Manager") and may, as Stabilization Manager, make
overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/
2014 of the European Parliament and of the Council of April 16, 2014 on market abuse in conjunction with Articles 5
through 8 of Commission Delegated Regulation (EU) 2016/1052) of March 8, 2016. Stabilization measures aim at supporting
the market price of the shares of the Company during the stabilization period, such period starting on the date the
Company's shares commence trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse), expected to be May 19, 2021, and ending no later than 30 calendar days thereafter (the "Stabilization
Period"). Stabilization transactions may result in a market price that is higher than would otherwise prevail and the
market price may temporarily be at an unsustainable level. The Stabilization Manager is, however, under no obligation
to take any stabilization measures. Therefore, stabilization may not necessarily occur, and it may cease at any time.
Stabilization measures may be undertaken at the following trading venues: Frankfurt Stock Exchange.
In connection with such stabilization measures, investors may be allocated additional shares of the Company of up to
15% of the sum of the final number of placed base shares to be offered in the IPO (the "Over-Allotment Shares"). The
Selling Shareholder has granted the Stabilization Manager, acting for the account of the underwriters, an option to
acquire a number of shares in the Company equal to the number of Over-Allotment Shares at the offer price, less agreed
commissions (so-called greenshoe option). To the extent Over-Allotment Shares were allocated to investors in the
Offering, the Stabilization Manager, acting for the account of the underwriters, is entitled to exercise this option
during the Stabilization Period.
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2021-05-17 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
=----------------------------------------------------------------------------------------------------------------------
Language: English
Company: SUSE S.A.
26 A, Boulevard Royal
2449 Luxemburg
Luxemburg
ISIN: LU2333210958
Listed: Regulated Market in Frankfurt (Prime Standard)
EQS News ID: 1197488
Notierung im Prime Standard vorgesehen / Intended to be listed
End of News DGAP News Service
=------------ 1197488 2021-05-17
Image link:
https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1197488&application_name=news(END) Dow Jones Newswires
May 17, 2021 15:12 ET (19:12 GMT)
