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
2 October 2023

VT5 announces potential business combination with R&S Group

VT5 is contemplating a business combination with R&S Group, a leading provider of electrical infrastructure components in Switzerland and international markets.

VT5 Acquisition Company AG (“VT5”), the Swiss SIX-listed SPAC, has entered into exclusive negotiations regarding a potential business combination with R&S Group.

Heinz Kundert, Chairperson of VT5, commented: „The VT5 team is enthusiastic about the opportunity to join with R&S Group, a leading provider of power and distribution transformers in Switzerland and international markets, with the goal of transforming it into a publicly listed Swiss champion. All VT5 investment principles defined at the IPO for a successful business combination are met or exceeded with R&S Group, an exciting growth case fueled by the global need for electrification and energy transition. R&S profits directly from such megatrends as decarbonization, and the decentralization and modernization of the grid.”

R&S Group (“R&S Group” or the “Company”) is headquartered in Sissach/BL, Switzerland. R&S Group has 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 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.

VT5 aims to enter into binding agreements and a consummation of the transaction by the end of 2023 and, in this connection, plans a capital increase by means of an offering to fund any part of the purchase price not covered by the amount in escrow. The issue price is expected to be set from CHF 10.00 to CHF 10.50 per share.

The transaction remains subject to the entry into definitive agreements and various other conditions. Further announcements will be made in accordance with the applicable ad hoc publication procedures.
 

Reporting Calendar 2023
FY 2022/23 results:  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 and its IPO can be found at www.vt5.ch.
 

Disclaimer
No agreement with respect to a business combination has been entered into. Any business combination and its implementation will be 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. Should a business combination agreement be entered into, which will be subject to all of these further steps, detailed information on the Company and the business combination as well as the steps just mentioned will be published promptly after entering into such agreement. With respect to the business combination and the other steps mentioned you should only rely on such additional publications.

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 a respective prospectus, if and when published.

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.