VT5 publishes results of the repurchase offer

This announcement or the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful or require registration or any other measure and does not constitute an offer of securities for sale in such countries.

Ad hoc announcement pursuant to Art. 53 LR
7 December 2023

VT5 publishes results of the repurchase offer

• Results in-line with expectations as 65% of VT5 shareholders retain their shares while 7,059,798 Class A Shares have been tendered for redemption
• Strong support indicated from new investors in connection with the offering

VT5 Acquisition Company AG (“VT5”), the SIX-listed Swiss SPAC, achieved another milestone in the proposed business combination with R&S International Holding AG ("R&S Group") and announces that the repurchase offer for holders of VT5 Class A Shares, in line with SIX Swiss Exchange rules on SPACs, ended yesterday, 6 December 2023 at 1600 CET. 7,059,798 Class A Shares have been tendered for redemption. The repurchase offer is subject to conditions as set out in the repurchase offer announcement. VT5 will inform whether the conditions are met in the second results announcement to be published likely after the special meeting of the holders of Class A Shares and the extraordinary shareholders meeting both to be held on 11 December 2023.

Offering
The next step in the transaction is the offering that is expected to take place on 7 December and
8 December 2023. The base offering will be composed of up to 5,431,798 shares. VT5 has received firm and soft commitments from new and existing investors in connection with the offering. The base offering is subject to an increase option of up to 3,000,000 shares. The price range for the offered shares has been set between CHF 10.00 and CHF 10.50. VT5 intends to hold at least 1,000,000 treasury shares after the offering

The offering consists of (a) a public offering in Switzerland, (b) private placements in certain jurisdictions outside the United States and Switzerland and (c) private placements in the United States only to "Qualified Institutional Buyers" as defined in and in reliance upon Rule 144A under the Securities Act. All offers and sales outside the United States will be made in compliance with Regulation S. The offering will be conducted under the exclusion of the subscription rights of the existing VT5 shareholders, which is subject to approval by the extraordinary shareholders meeting to be held on 11 December 2023. The final number and price of the offered shares will be determined following a bookbuilding process.

The corresponding supplement dated 7 December 2023 to the prospectus dated 8 November 2023 has been published today and is available with the following link:
https://www.vt5.ch/websites/vt5/English/5700/r_s-deal-proposal.html

Indicative transaction timetable

Completion of the offering of new shares and redeemed shares as well as the first day of the trading of the renamed company R&S Group Holding AG on SIX Swiss Exchange, trading under the new symbol RSGN and the ISIN number CH1107979838 (unchanged) is expected to occur on or around 13 December 2023.
 

Contact
VT5 Acquisition Company AG
Communications & Investor Relations
Doris Rudischhauser
Phone: +41 79 410 81 88
Email: doris.rudischhauser@vt5.ch
 

About VT5
VT5 is a special purpose acquisition company (SPAC), a vehicle to directly or indirectly acquire one or (if at the same time) more operating companies or businesses in order to take them public and provide dedicated support. VT5 provides a target company with the industry and technical experience of a seasoned team to allow a fast and smooth way to become a public company in Switzerland. VT5 seeks to unlock this investment opportunity for investors by entering into a business combination with a technology and innovation leader backed by scientific research within 24 months of listing. Geographically, VT5 is looking to acquire a business in Central and Northern Europe with a focus on the DACH region and in particular on Switzerland.

The Class A Shares and redeemable Warrants are listed on SIX Swiss Exchange under the symbols of VT5 and VT5W, respectively.

More information about VT5 can be found at www.vt5.ch.
 

About R&S Group
R&S International Holding AG (“R&S Group” or the “Company”) is headquartered in Sissach/BL, Switzerland. R&S Group operates six manufacturing facilities in Switzerland, Italy, Poland and the Middle East, serving its domestic as well as various European export markets with small and medium power and distribution transformers and other components in the utility, infrastructure and industrial sectors. R&S Group’s current majority owner, a private equity fund managed by CGS Management AG (“CGS”), headquartered in Pfäffikon/SZ, Switzerland, and R&S Group’s management have successfully positioned the Company to benefit from the accelerated demand for energy production and distribution, driven by the global trend for decarbonization.

More information about R&S Group can be found at www.the-rsgroup.com .
 

Disclaimer

The business combination and its implementation remains subject to approval by the investor shareholders of VT5, the approval by the VT5 shareholders meeting of other items necessary to implement a business combination, the conducting of a share repurchase to allow redemptions by shareholders, the successful completion of an offering and capital increase to finance any parts of the purchase not financed by the amounts in escrow or otherwise, and obtaining of all required approvals by the stock exchange.

This announcement may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of VT5 ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "aims," "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the Board and management of VT5 and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. VT5 undertakes no obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. VT5 accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

This announcement constitutes neither an offer to sell nor a solicitation to buy securities of VT5 and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act. Copies of this announcement may not be sent to jurisdictions or distributed in or sent from or otherwise made publicly available in jurisdictions, in which this is barred or prohibited by law. Any investment decision regarding the publicly offered securities of VT5 should only be made on the basis of the prospectus, including any supplements to it. The prospectus as well as the first prospectus supplement are available free of charge upon request from VT5 (e-mail: info@vt5.ch).

This announcement is being distributed only to, and is directed only at (i) persons outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this announcement or any of its contents.

This announcement does not constitute an "offer of securities to the public" within the meaning of Regulation 2017/1129 of the European Union (the "Prospectus Regulation") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA") or, in the United Kingdom ("UK"), the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Any offers of the Securities to persons in the EEA or the UK will be made pursuant to an exemption under the Prospectus Regulation or the UK Prospectus Regulation (as applicable), as implemented in member states of the EEA or the UK, from the requirement to produce a prospectus for offers of the Securities.

Securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to U.S. persons (as such term is defined in Regulation S under the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the securities has not registered, and does not intend to register, any portion of the offering, if any, in the United States, and does not intend to conduct a public offering of securities in the United States. In an offering, if any, the securities may be offered and sold outside the United States in reliance on Regulation S and within the United States to "Qualified Institutional Buyers" (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

This announcement or the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia, Japan, or any other jurisdiction in which the distribution or release would be unlawful or require registration or any other measure and does not constitute an offer of securities for sale in such countries.