Spartoo Confirms the Success of Its IPO With the Partial Exercise of the Over-Allotment Option

Total size of the offering has been increased to c.€30.5 million

Communication regarding the terms of the stabilization transactions

Implementation of a Liquidity Contract

Not for release, directly or indirectly, in the United States of America, Canada, Australia or Japan

GRENOBLE, France--(BUSINESS WIRE)--Regulatory News:

Spartoo (Paris:ALSPT) (the “Company”), one of the leading online retailers for fashion items in Europe, announces today the details of the stabilisation transactions carried out in connection with its initial public offering on the Euronext Growth^® multilateral trading facility in Paris (ISIN: FR00140043Y1 – ticker: ALSPT).

In accordance with the provisions of Regulation (EU) No 596/2014 of the European Parliament European Union and the Council and Delegated Regulation No 2016/1052 of the European Commission of March 8, 2016, concerning the conditions applicable to buyback programs and stabilization measures, Natixis, acting as stabilizing agent, declares that it carried out stabilization operations on the Euronext Growth^® multilateral trading facility in Paris involving a total of 138,381 Spartoo shares (ISIN: FR00140043Y1 – ticker: ALSPT) offered as part of the Spartoo initial public offering. The stabilization period began on July 7, 2021 and ended on August 2, 2021. Stabilization transactions were carried out within the following price ranges:

Execution Date	Intermediary	Buy / Sell / Transfer	Number of shares	Average Transaction Price (in euros)	Lowest Price / Highest Price (in euros)	Aggregate Amount (in euros)
07/07/2021	NATIXIS	Buy	29 094	6.4638	6.40 / 6.52	188 057.80
08/07/2021	NATIXIS	Buy	32 844	6.3295	6.20 / 6.52	207 886.10
09/07/2021	NATIXIS	Buy	15 000	6.3298	6.28 / 6.39	94 947.00
12/07/2021	NATIXIS	Buy	5 629	6.3504	6.33 / 6.37	35 746.40
13/07/2021	NATIXIS	Buy	1 630	6.3694	6.33 / 6.38	10 382.12
14/07/2021	NATIXIS	Buy	1 645	6.3732	6.37 / 6.39	10 483.91
15/07/2021	NATIXIS	Buy	13 958	6.3822	6.33 / 6.39	89 082.75
16/07/2021	NATIXIS	Buy	8 992	6.3975	6.36 / 6.50	57 526.32
19/07/2021	NATIXIS	Buy	12 521	6.4765	6.45 / 6.51	81 092.26
20/07/2021	NATIXIS	Buy	1 320	6.5023	6.49 / 6.52	8 583.04
21/07/2021	NATIXIS	Buy	2 851	6.4970	6.48 / 6.53	18 522.95
22/07/2021	NATIXIS	Buy	1 778	6.5253	6.52 / 6.53	11 601.98
23/07/2021	NATIXIS	Buy	1 570	6.5197	6.51 / 6.53	10 235.93
26/07/2021	NATIXIS	Buy	1 967	6.5120	6.51 / 6.53	12 809.10
27/07/2021	NATIXIS	Buy	2 763	6.5206	6.51 / 6.53	18 016.42
28/07/2021	NATIXIS	Buy	1 946	6.5220	6.52 / 6.53	12 691.81
29/07/2021	NATIXIS	Buy	1 754	6.5229	6.52 / 6.53	11 441.17
30/07/2021	NATIXIS	Buy	494	6.5300	6.53 / 6.53	3 225.82
02/08/2021	NATIXIS	Buy	625	6.5251	6.52 / 6.53	4 078.19

In addition, Natixis, acting as stabilizing agent, acting on its own and on behalf of the Joint Global Coordinators and Joint Bookrunners, exercised in part the over-allotment option to purchase 488,891 additional existing shares from Sofina, A PLUS Finance, Highland Capital Partners, Endeavour II LP, Trocadéro 2015 LP, FIPS Tech Growth Secondary, DES Holding V LLC, at the initial public offering price of €6.53 per share corresponding to a total amount of approximately €3.2 million. As a result, the total number of Spartoo shares offered in its initial public offering amounts to 4,670,708 shares, thereby increasing the total offering size to c.€30.5 million.

After the partial exercise of the over-allotment option, Spartoo’s public float amounts to 23.01% of its total share capital.

The following table shows the Company’s share capital and voting rights after the offering and the partial exercise of the over-allotment option:

Shareholders^1	Number of shares	% of capital and voting rights
Boris Saragaglia	1,790,450	8.82%
Jérémie Touchard	781,782	3.85%
Paul Lorne	1,141,528	5.62%
TOTAL Founding Shareholders	3,713,760	18.30%
TOTAL Employees (excluding the founders)	535,560	2.64%
TOTAL Business Angels	311,959	1.54%
A Plus Finance	1,134,244	5.59%
Highland	2,867,401	14.13%
Endeavour II LP	1,229,272	6.06%
Sofina	2,414,318	11.90%
Trocadéro	1,035,909	5.10%
LBO France^2	2,355,422	11.61%
TOTAL Divesting Financial Shareholders / Business Angels	11 348 525	55.92%
Treasury shares	26,450	0.13%
Free float	4,670,708	23.01%
TOTAL	20,295,003	100.00%

Implementation of a Liquidity Contract

Spartoo also announces that it has entrusted TP ICAP (Europe) SA with the implementation of a liquidity contract effective as of August 3, 2021.

This contract complies with the Decision of the Autorité des marchés financiers (AMF) n°2021-01 of June, 22 2021 related to the establishing of liquidity contracts on shares as accepted market practice and the standard contract of the Association française des marchés financiers (AMAFI).

It has been concluded for an initial period of one (1) year, renewable by tacit agreement for successive periods of one (1) year.

For this contract, the following resources have been allocated to the liquidity account

• 250,000 €
• 0 shares

The execution of the liquidity contract will be suspended under the conditions set out in article 5 of AMF Decision n°2021-01 of June 22, 2021

The liquidity contract may be terminated :

• at any time by Spartoo, subject to three (3) months' notice ;
• at any time by TP ICAP (Europe) SA subject to three (3) months' notice;
• by operation of law when the parties cannot agree on the follow-up to the contract.

About Spartoo

With 8,000 brands and 700,000 items, Spartoo offers one of the widest selections of fashion items (shoes, ready-to-wear, bags) in more than 30 countries in Europe, thanks to its team of more than 400 employees of nearly 30 different nationalities. In 2020, the Group generated sales of €134 million, corresponding to a GMV (Gross Merchandise Value) of €194 million, 39% of which was generated internationally. With an integrated logistics platform and after-sales service, Spartoo stands out for its customer-centric approach, as evidenced by a very high customer satisfaction rate. The strategy is based on the strong synergies between the online sales model and the advantages of physical stores, which support loyalty and brand awareness. Capitalizing on its e-commerce know-how, Spartoo has also developed a complete range of services for professionals.

Disclaimer

No communication and no information in respect of the offering by Spartoo of the shares (the “Shares”) may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken outside of France in any jurisdiction where such steps would be required. The offering and subscription of the Shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. Spartoo assumes no responsibility for any violation of any such restrictions by any person.

This announcement is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and the Council of June 14^th, 2017, as amended (the “Prospectus Regulation”).

With respect to the member States of the European Economic Area other than France (each, a “relevant member State”) no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any relevant member State. As a result, the Shares can only be offered and will only be offered in relevant member States (a) to legal entities that are qualified investors as defined in the Prospectus Regulation or (b) in accordance with the other exemptions of Article 1(4) of the Prospectus Regulation.

For the purposes of this paragraph, the notion of an “offer to the public of Shares” in each of the relevant member States, means any communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the Shares to be offered, so as to enable an investor to decide to purchase or subscribe for those securities.

This selling restriction comes in addition to the other selling restrictions applicable in the other member States.

This press release and the information it contains are being distributed to and are only intended for persons who are (x) outside the United Kingdom or (y) in the United Kingdom who are qualified investors (as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order (“high net worth companies”, “unincorporated associations”, etc.) or (iii) other persons to whom an invitation or inducement to participate in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (y)(i), (y)(ii) and (y)(iii) together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities nor of any offer or solicitation to sell securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. Spartoo does not intend to register any portion of the proposed offering in the United States nor to conduct a public offering of securities in the United States.

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 the United States, Canada, Australia or Japan.

This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.

The prospectus approved by the Autorité des marchés financiers contains forward-looking statements. No guarantee is given as to these forecasts being achieved, which are subject to risks, including those described in the prospectus, and to the development of economic conditions, the financial markets and the markets in which Spartoo operates.

In case of exercise of the over-allotment option, Natixis (or any entity acting on its behalf), acting as a stabilizing agent in the name and on behalf of all global coordinating institutions and associated book runners, may, without being bound and having the right to terminate at any time, during a period of 30 days following the start of trading of the Company's shares on Euronext Growth^® in Paris, i.e., according to the indicative timetable, from July 7, 2021 up to and including August 6, 2021, carry out transactions with a view to maintaining the market price of Spartoo shares in a manner consistent with applicable laws and regulations and, in particular, Regulation (EU) No. 596/2014 of the European Parliament and of Council of April 16, 2014 supplemented by Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. Any stabilizing action aims to support the market price of Spartoo shares and may affect the share price.

MiFID II Product governance / target market: According to the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures, the target market assessment in respect of the shares offered in the global offering (the “Offered Shares”) has led to the conclusion that : (i) the target market of the Offered Shares is eligible counterparties, professional clients and retail clients, each as defined in MiFID II; and (ii) all channels for distribution of the Offered Shares are appropriate (the “Target Market Assessment”). Any person subsequently offering, selling or recommending the Offered Shares (a “distributor”) should take into consideration the manufacturers' Target Market Assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Offered Shares (by either adopting or refining the manufacturers' Target Market Assessment) and determining appropriate distribution channels.

The Target Market Assessment is conducted solely for the purposes of the manufacturer’s product approval process and neither constitutes an assessment for any particular client of suitability or appropriateness for the purposes of MiFID II nor a recommendation to invest in, or purchase, or take any other action whatsoever with respect to the Offered Shares.

Notwithstanding the Target Market Assessment, the attention of distributors is drawn to the fact that: the price of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares offer no guaranteed income and no capital protection; and that an investment in the Offered Shares is compatible only with investors who do not need a guaranteed income or capital protection, who are capable (either alone or in conjunction with an appropriate financial or other adviser) of evaluating the merits and risks of such an investment and have sufficient resources to be able to bear any losses that may result therefrom.

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¹ On a diluted basis
² Via FIPS Tech Growth Secondary and DES Holdings V