thyssenkrupp nucera, thyssenkrupp AG and De Nora set price range for thyssenkrupp nucera's IPO on the Frankfurt Stock Exchange

thyssenkrupp nucera, thyssenkrupp AG and De Nora set price range for thyssenkrupp nucera's IPO on the Frankfurt Stock Exchange

• thyssenkrupp nucera shares to be offered within price range of EUR 19.00 to EUR 21.50 per share
• The offer will consist of 30,262,250 shares in total, including possible over-allotments
• Price range implies a total market capitalization of between EUR 2.4 billion and EUR 2.7 billion
• BNPP and ESC, a wholly owned subsidiary of PIF, have committed to purchase shares as cornerstone investors
• Offer period is expected to begin on June 26, 2023, and is expected to end on July 5, 2023
• First day of trading planned for July 7, 2023

Milan, 23 June 2023– Industrie De Nora S.p.A. (“De Nora”), an Italian multinational company listed on Euronext Milan and which specializes in electrochemistry and is a leader in sustainable technologies and the emerging green hydrogen industry, announces that thyssenkrupp AG and De Nora, together with thyssenkrupp nucera AG & Co. KGaA (“thyssenkrupp nucera”), a leading global electrolysis technology provider for green hydrogen plant solutions, have today set the price range for thyssenkrupp nucera’s IPO on the Frankfurt Stock Exchange at EUR 19.00 to EUR 21.50 per share.
The offer consists of 30,262,250 shares in total. The offer will comprise two components:

•  26,315,000 newly issued ordinary bearer shares (the “New Offer Shares”).
•  3,947,250 ordinary bearer shares from the holdings of De Nora and thyssenkrupp AG in connection with a potential over-allotment.

The price range implies a total market capitalization of thyssenkrupp nucera, including the New Offer Shares, between EUR 2.4 billion and EUR 2.7 billion.
Based on the price range, thyssenkrupp nucera’s estimated gross proceeds from the sale of the New Offer Shares will amount to EUR 500 million to EUR 566 million and are intended to be used to invest in the electrolysis business.
BNP Paribas Asset Management UK Limited (BNPP) has undertaken, subject to certain termination rights, to purchase shares in the offering up to the aggregate maximum purchase price of EUR 85 million at the final offer price. The number of shares which BNPP undertakes to purchase is calculated based on the aggregate maximum purchase price divided by the offer price and such calculated number of shares being rounded down to the next full number. Furthermore, Energy Solutions Company (ESC), a wholly owned subsidiary of the Public Investment Fund (PIF), has undertaken, subject to certain termination rights, to purchase a number of shares equal to 6% of the company's share capital immediately after the closing of the offering.
De Nora is committed to continue the long-standing partnership with thyssenkrupp AG and thyssenkrupp nucera.
The offer period is expected to commence on June 26, 2023, and is expected to end on July 5, 2023. Based on the order book, the final offer price per share and the final number of shares to be sold are expected to be determined on or around July 5, 2023. Trading on the regulated market segment (Prime Standard) of the Frankfurt Stock Exchange is expected to begin on July 7, 2023.
The offering of the shares is subject to the approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin) and the publication of the prospectus. Approval of the prospectus and publication of the same are targeted for June 23, 2023.

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Industrie De Nora is an Italian multinational company listed on the Euronext Milan stock exchange, specializing in electrochemistry, a leader in sustainable technologies, and has a vital role in the industrial green hydrogen production chain. The Company has a portfolio of products and systems to optimize the energy efficiency of critical industrial electrochemical processes and a range of products and solutions for water treatment. Globally, Industrie De Nora is the world's largest supplier of activated electrodes (serving a broad portfolio of customers operating in the fields of chlorine and caustic soda production, components for electronics, and non-ferrous metal refining). Industrie De Nora is also among the world's leading suppliers of water filtration and disinfection technologies (for the industrial, municipal, and marine sectors) and the world's leading swimming pool disinfection components supplier. Leveraging its well-established electrochemical knowledge, proven manufacturing capability, and a supply chain established over the years, the Company has developed and qualified a portfolio of electrodes and components to produce hydrogen through the electrolysis of water, which is critical for the energy transition. In this sector, the company also holds 34% of thyssenkrupp nucera AG &Co. KGaA, a joint venture established with the thyssenkrupp group.
Founded in 1923, Industrie De Nora generated total revenues of around EUR 853 million and an Adjusted EBITDA of approx. EUR 191 million in 2022. The Company's growth process has developed organically through continued penetration of new markets and applications and through acquisitions in the U.S., Asia, and Europe. De Nora’s continuous innovation drives its growth, represented by its evolving intellectual property portfolio, which currently includes more than 260 patent families with more than 2,800 territorial extensions. The De Nora family controls the Group, which owns 53.3% of the Company’s share capital. Snam S.p.A. is a minority shareholder with about 21.6% of the capital.

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Investor Relations
Chiara Locati
+39 02 2129 2124
ir@denora.com

Media Relations
Barabino & Partners Office: +39 02/72.02.35.35
Sabrina Ragone – s.ragone@barabino.it +39 338 25 19 534
Elena Magni – e.magni@barabino.it + 39 348 478 7490

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This announcement is an advertisement for the purposes of the Regulation (EU) 2017/1129 ("Prospectus Regulation"). This press release does not contain or constitute an offer to sell or the solicitation of an offer to buy any of the shares, nor shall there be any sale of the shares in the United States or any state or jurisdiction in which such offer, solicitation, or sale is unlawful. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the “Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States, Canada, South Africa and Japan or in any other jurisdiction where it is unlawful to do so. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). This document is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation.
Investors should not subscribe for any securities referred to in this document except on the basis of information contained in a prospectus pursuant to the Prospectus Regulation, Commission Delegated Regulation (EU) 2019/980, and the Commission Delegated Regulation (EU) 2019/979, which include detailed information regarding the tk nucera and the risks involved in investing in the securities. In any EEA Member State that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation. 
This press release is not an offer of securities for sale into the United States. The shares are being offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. The shares herein have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. No public offering of securities is being made in the United States.
Any offers of the shares will be made only by means of a private offering circular. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus or the private offering circular which include detailed information regarding tk nucera's and the risks involved in investing in the securities. In any EEA Member State that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
The distribution of this press release is not made, and has not been approved, by an “authorized person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in Canada, South Africa or Japan. This press release may not be published, forwarded or distributed, directly or indirectly, in Canada, South Africa or Japan.
The information herein contains forward-looking statements. All statements other than statements of historical fact included herein are forward-looking statements. Forward-looking statements give tk nucera's current expectations, estimates, forecasts, and projections relating to its financial condition, results of operations, plans, objectives, future performance and business as well as the industries in which tk nucera operates, as well as the beliefs and assumptions of tk nucera's management.  In particular, certain statements with regard to management objectives, trends in results of operations, margins, costs, return on equity, risk management and competition tend to be forward-looking in nature. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “goal,” “may,” “anticipate,” “estimate,” “plan,” “project,” “seek,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the tk nucera's, De Nora’s and  thyssenkrupp AG’s control that could cause tk nucera's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the tk nucera's present and future business strategies and the environment in which it will operate in the future. Therefore, tk nucera's actual results may differ materially and adversely from those expressed or implied in any forward-looking statements. They are neither statements of historical fact nor guarantees of future performance. De Nora, thyssenkrupp AG and tk nucera therefore caution against relying on any of these forward-looking statements.