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.

News Release

First trading day for R&S Group on SIX Swiss Exchange

Following the name change from VT5 Acquisition Company AG to R&S Group Holding AG (R&S Group), the shares of R&S Group Holding AG will be traded for the first time today according to the Swiss Reporting Standard of SIX Swiss Exchange under the ticker symbol RSGN and the ISIN number CH1107979838.

Sissach/BL, Switzerland, 13 December 2023 – At the extraordinary shareholders meeting held on 11 December 2023, the shareholders of VT5 Acquisition Company AG (“VT5”) approved the change of the company’ name to R&S Group Holding AG. Following completion of the Initial Business Combination with the first Swiss listed SPAC, VT5 Acquisition Company AG, R&S Group celebrates the start of trading on SIX Swiss Exchange as a public company with the opening bell ceremony at SIX headquarters this morning. Following the listing on SIX Swiss Exchange under the ticker symbol RSGN and the ISIN number CH1107979838 (unchanged), the shares are expected to be included in the SPI/SPIEX/SXSLI indices as of 14 December 2023.

Markus Laesser, CEO of R&S Group, said: "Today is a special day for R&S Group and all our stakeholders. I am very proud of the entire R&S team and its commitment to achieving our growth ambitions. We look forward to demonstrating that R&S Group is well positioned to benefit from the increasing demand for energy and the key drivers of decarbonization, decentralization and modernization. Being a listed company will increase our visibility in the markets and provide us with the prospects to realize our various strategic and operational initiatives and growth plans even better in future”.”

Heinz Kundert, Chairman of the Board of R&S Group, adds: "With today's listing of R&S Group on SIX Swiss Exchange, VT5 has achieved its goal of bringing a hidden champion to the public markets. As a Swiss engineering leader with high-quality, reliable products and a leading position in its markets, R&S Group fulfills or exceeds VT5's investment principles as defined at the start of VT5. While today marks the beginning of R&S Group's listing, it also marks the end of an exciting journey that we embarked upon two years ago with the IPO of the first SPAC on SIX Swiss Exchange. I thank my colleagues in the VT5 team for their tireless efforts in the quest of finding the ideal partner for the business combination that has now been successfully concluded.”

Rolf Lanz, Managing Partner at CGS, is convinced that the R&S Group is excellently positioned for the future: “Through the successful implementation of the CGS Buy & Build strategy, we have not only greatly increased the sales and profitability of R&S in recent years, but also created numerous jobs. Thanks to selected acquisitions, the company is now a leading provider of transformers for power generation and transmission and is therefore ideally positioned to continue to grow in the future as demand for electrical energy accelerates."

Gregor Greber, Board member of R&S Group and co-founder of VT5, complements: "We take this opportunity to thank the shareholders of VT5 for their loyalty and trust in VT5’s vision and ambitions along the way. At the same time, we welcome all the new investors who have also supported the successful completion of the transaction and helped to transform VT5 into the now SIX-listed transformer specialist R&S Group.“
 

Contacts
Investor Relations
Doris Rudischhauser
Phone: +41 79 410 81 88
Email: investors@the-rsgroup.com

Media
Nicolas Weidmann
Phone: +41 79 372 29 81
Email: media@the-rsgroup.com
 

About R&S Group

R&S Group Holding AG (“R&S Group”, the “company”) is headquartered in Sissach/BL, Switzerland. With six manufacturing facilities in Switzerland, Italy, Poland and the Middle East, R&S Group serves its domestic and various European export markets with small and medium power and distribution transformers and other components in the utility, infrastructure and industrial sectors. The company has been successfully positioned to benefit from the accelerating demand for energy production and distribution, driven by the global trend towards decarbonization. R&S Group has been listed on SIX Swiss Exchange on 13 December 2023 under the ticker symbol RSGN following its successful business combination with VT5 Acquisition AG, a previously Swiss-listed Special Purpose Acquisition Company (SPAC).

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

Disclaimer

This announcement may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of R&S Group ("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 R&S Group 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. R&S Group 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. R&S Group accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

This announcement constitutes neither a prospectus or similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act. This publication constitutes neither an offer to sell nor a solicitation to buy securities of R&S Group Holding AG. The securities have already been sold and listed. Copies of this publication 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.

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.