INVIBES ADVERTISING: Invibes Advertising launches a capital increase by private placement to finance the acceleration of its growth – 01/26/2022 at 18:55

Invibes Advertising launches a capital increase by private placement to finance the acceleration of its growth

Capital increase in cash via the accelerated construction of an order book for an amount of approximately 15 million euros

Paris, January 26, 2022 – 5:45 p.m. – Invibes Advertising, an advanced technology company specializing in digital advertising,

announces today the launch of a capital increase within the framework of a private placement via the accelerated construction of an order book, for an amount of approximately 15 million euros. This capital increase with cancellation of the preferential right for the benefit of a category of persons, will be exclusively reserved for qualified European investors, as referred to in point (e) of Article 2 of Regulation (EU) No 2017/ 1129 of the European Parliament and of the Council of 14 June 2017 concerning the prospectus to be published in the event of a public offer of securities or with a view to the admission of securities to trading on a regulated market, and repealing Directive 2003/71 /CEText with EEA relevance.

A capital increase to finance the acceleration of growth

In pursuit of the exceptional growth observed in 2021 (>100% growth), this fundraising aims to enable the Company to finance its international ambitions and its strategic projects with a view to accelerating its development, around

5 major levers:

• Commercial strengthening of existing countries
  
  which still harbor a considerable reservoir of growth;

• The opening of new countries
  
  , which become contributory only a few months after being opened, on the strength of the Group’s ability to model their ROI based on the success of launches in more than 10 countries;

• Strengthening the technological platform
  
  , a decisive asset for maintaining a lead over the competition and winning new market shares;

• The launch of a 100% self-service platform dedicated to SMEs
  
  , which represents tremendous growth potential to be conquered;

• The development of its subsidiary ML2Grow
  
  specializing in business services for Big Data and artificial intelligence projects.

Invibes Advertising recalls that this ambitious roadmap should enable it to reach a turnover of €100 million by 2024, achieved for a significant part organically, and partly through external growth.

Terms of the offer

The operation consists of a private placement, within the framework of a capital increase approved today by the board of directors of Invibes Advertising SA on the basis of the authorized capital and with cancellation of the right of preference (article 7:198 juncto articles 7:177, 7:178, 7:179 and 7:188 to 7:197 of the Companies and Associations Code).

The new shares issued will be ordinary shares, having the same rights as the existing shares, other than the existing shares held by VP Ventures NV, whose registered office is located at Reigerstraat 8, 9000 Ghent, registered in the register of legal persons of Ghent, division of Ghent, under company number 0477.693.920 (which carry multiple voting rights), and have the same rights as the existing shares with regard to dividends for the current accounting year on where applicable, and for all subsequent accounting years.

The capital increase by means of an accelerated private placement (“accelerated bookbuilding”) will not exceed the total authorized capital available, ie 20 million euros.

The offer is reserved, in the European Economic Area, to “qualified investors”, as this term is defined in article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14 2017, and, in the United States, to “Qualified Institutional Buyers” within the meaning of Rule 144A of the US Securities Act of 1933 (the “Securities Act”) or the

“Institutional Accredited Investors” within the meaning of Regulation D of the Securities Act, in reliance on an exemption from registration provided by the Securities Act.

The private placement will be carried out by accelerated construction of an order book, after which the number and price of the new shares issued will be determined.

This press release does not constitute and cannot be considered as constituting an offer to the public, an offer to subscribe, an offer to sell or a solicitation of interest to the public with a view to a transaction by offering to the public of financial securities in a any country.

Accelerated bookbuilding begins immediately and is expected to close on

January 27, 2022 before market.

Invibes Advertising indicates that it has already received subscription commitments from two historical shareholders, NextStage and Generis Capital Partners, for an amount of at least 6 million euros.

Invibes Advertising will announce the result of the private placement as soon as possible after the closing of the order book in a press release specifying in particular the final number of new shares issued and the issue price.

The settlement-delivery of the new shares issued within the framework of the capital increase should take place within 2 trading days from the closing date of the capital increase.

Atout Capital acts as advisor in the context of the operation and TP ICAP (Europe) SA acts as Global Coordinator, Lead Manager and Bookrunner of the private placement.

Warning

This release contains forward-looking statements about the goals of Invibes Advertising. Invibes Advertising considers these projections to be based on information currently available to Invibes Advertising and on reasonable assumptions. However, these do not in any way constitute guarantees of future performance and may be called into question by changes in the economic situation, financial markets and by a certain number of risks and uncertainties referred to in this communicated.

This press release and the information it contains do not constitute an offer to sell or subscribe, nor the solicitation of an order to buy or subscribe to shares or financial securities of Invibes Advertising in any country whatsoever.

As a reminder, pursuant to the provisions of Article 211-3 of the General Regulations of the Autorité des Marchés Financiers and Article 1(4) of Regulation (EU) 2017/1129, the offer of the Company’s shares in the context of the capital increase carried out for the benefit of a category of persons meeting specific characteristics, in particular with qualified French and international investors will not give rise to a prospectus subject to the approval of the Autorité des Marchés financial.

Detailed information concerning Invibes Advertising, in particular on its activity, its results and its risk factors has been presented in the annual financial report for the financial year ended December 31, 2020 published in 2021 and in the half-yearly financial report as at June 30, 2020. These documents as well as other regulated information and press releases can be consulted on the Company’s website (https://www.invibes.com).

This press release is for informational purposes only. This press release does not constitute and cannot be considered as constituting an offer to the public, an offer to subscribe, an offer to sell or a solicitation of interest to the public with a view to a transaction by offering to the public of financial securities in a any country.

Securities may only be offered or sold in the United States following registration under the US Securities Act of 1933, as amended (“Securities Act”), or under an exemption from this registration requirement. The securities of the Company that are the subject of this press release have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offer of the financial securities that are the subject of this press release in the United States. -United.

The dissemination, publication or distribution of this press release in certain countries may constitute a violation of the legal provisions in force. The information contained in this press release does not constitute an offer of securities in France, the United Kingdom, the United States, Canada, Australia, Japan or in any other country. This press release may not be published, transmitted or distributed, directly or indirectly, in the territory of the United States, the United Kingdom, Canada, Australia or Japan. This document does not constitute an offer for sale or a public offering of Invibes Advertising shares in the United States or in any country.

Next release:

2021 annual results, March 22, 2022, after market close

About Invibes Advertising

Invibes Advertising is an advanced technology company specializing in digital advertising. Its innovative solutions are based on an in-feed format, integrated into media content.

Invibes is inspired by advertising on social networks, and develops its own technology to help brands communicate better with consumers. Its technology is optimized for distribution to a closed network of media groups, including: Bertelsmann, Hearst, Unify, Groupe Marie Claire, Axel Springer, and many others. Clients include major brands such as Mercedes, Samsung, Levis, and IBM.

Founded in 2011, Invibes Advertising is listed on Euronext Growth Paris (Ticker: ALINV – ISIN: BE0974299316). Visit www.invibes.com for more information.

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Financial & Corporate Contacts:

Invibes Advertising

Kris Vlaemynck, CFO

[email protected]

Listing Sponsor

Asset Asset

Rodolphe Ossola

[email protected]

+33 (0)1 56 69 61 80

Group Investor Relations

Actifin

Alexandre Commerot

[email protected]

+33 (0)1 56 88 11 11

Financial Media Relations

Actifin

Jennifer Julia

[email protected]

+33 (0)1 56 88 11 19

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