MUNIC LAUNCHES INITIAL PUBLIC OFFERING ON EURONEXT GROWTH(R) PARIS (AcT)

• Capital increase of around €16.0m potentially increased to around €18.4m upon full exercise of the extension clause (based on the median value of the indicative price range, i.e. €7.95 per shares) and transfer of shares amounting to around €2.8m by existing Company shareholders upon full exercise of over-allotment (greenshoe) option (based on the same median price)

• Subscription commitments received: €10.0m, incl. €8.2m by offsetting receivables, covering 62.5% of the Offer (without exercise of the extension clause or transfer of the Transferred Shares).

• Indicative price range: between €6.76 and €9.14 per share

• Subscription period: January 22, 2020 to February 4, 2020 inclusive for the open price offer (OPO) and to February 5, 2020 (noon) for the global placement

• Shares eligible for PEA and PEA-PME personal equity plans, company awarded Bpifrance Innovative Company label

MUNIC (the “Company” or “MUNIC”), a company specializing in on-board technology and artificial intelligence for processing car data, today announces the launch of its Initial Public Offering with a view to the admission of its shares to trading on Euronext Growth^® Paris (ISIN: FR0013462231 / Symbol: ALMUN).

On January 21, 2020, the French financial markets authority (AMF) approved the Prospectus under number 20-019 comprising the Registration Document approved on January 6, 2020 under number I.20-001, the securities note and the prospectus summary (included in the securities note).

ON-BOARD INTELLIGENCE FOR PROCESSING CAR DATA

Founded in 2002 by three engineers working in the automotive industry, MUNIC designs and sells technology, electronics and software for processing car data. Using the Smart Dongle, an intelligent box directly connected to the universal OBD (On-Board Diagnostic) plug that is now mandatory¹ in all vehicles, MUNIC is able to capture, decode and analyze the millions of raw data items produced by a car every day and to enrich this data in order to generate compiled data (accurate fuel levels, tire wear, battery and brake pad status, etc.).

This so far inaccessible and untapped data mine offers multiple automotive industry stakeholders (car and equipment manufacturers, dealership, service and repair networks, etc.) and other sectors (rental firms, car sharing platforms, insurance companies, oil companies, telecoms operators, etc.) major opportunities customers acquisition and retention.

With 17 years' R&D and investments totaling over €30m, MUNIC solutions combine on-board edge computing technology with an artificial intelligence platform capable of processing this data mine and making it available to the aforementioned operators in a reliable, enriched and qualified manner. This technology is protected by 24 patents covering the USA and Western Europe.

MUNIC solutions are an integral part of new automotive services (predictive maintenance, customized insurance, car sharing, WiFi hotspot, etc.) and therefore have a huge potential for a vast range of applications. In Europe and the USA, the Company's main target regions, some 6.4 million² OBD dongles have been installed in a global market of 600 million³ passenger vehicles, i.e. only 1% of the potential market.

EKKO, THE UNIVERSAL PLATFORM FOR CAR DATA ACCESS

Besides its current packaged solution (bundling together Smart Dongle, software suite and AI cloud platform), MUNIC has developed an additional sales model to accelerate the large-scale deployment of its technology.

Named EKKO, this innovative offering to be released in Europe in Q2 2020 is based on large-scale deployment and shared access to Smart Dongles. Through EKKO, MUNIC aims to provide a larger number of users with access to car data in DaaS mode (Data as a Service) through shared subscriptions.

Groupauto International, a global distributor of spare parts and services for passenger cars and commercial vehicles with over 2,300 workshops in France and 40,000 partner garages in Europe, has now confirmed its intention to take part in the EKKO platform and fit as many vehicles as possible in its network in order to generate leads.

2019 - LAUNCH OF UPSCALING PROGRAM

MUNIC posted 2019 revenues of €17m (unaudited) and 32% growth for the Smart Dongle range, which accounts for 89% of the company's business, and employs 60 people including 77% engineers. The Company has a diversified portfolio of around 270 customers largely based outside France (97% export revenues in 2018). In 2019, the Company launched a major upscaling program.

Firstly, a major contract was signed with a new customer, T-Mobile USA (No. 3 US telecoms operator with more than 10,000 sales outlets and around 81 million subscribers⁴), to become its provider of an on-board WiFi hotspot sold in T-Mobile retail network. Running for an initial two-year term automatically renewable, the contract entails potential sales of at least 100,000 Smart Dongles per year and, more probably, several hundred thousand units per year. Initial deliveries began in Q4 2019.

Secondly, from 2020 MUNIC expects to step up growth in sales to existing customers such as US insurer Metromile (premiums calculated on a mileage basis), a MUNIC customer since 2012. By June 30, 2019 Metromile had purchased a total of 185,000 Smart Dongles and plans to step up growth in 2020.

The Company also has a major development pipeline of at least 30 new customers who have completed the pilot phase of their projects, of which some 20 are at an advanced stage of negotiation (Proof of Concept, initial deployment launched or initial deliveries).

INITIAL PUBLIC OFFERING GEARED TO FUND LARGE-SCALE DEPLOYMENT VIA THE EKKO PLATFORM AND DRIVE COMPANY GROWTH

As it prepares for upscaling, MUNIC intends to leverage its technology to win new customers, cater for new applications and establish itself as a leading provider of car data solutions in Europe and the USA.

MUNIC aims to generate €100m revenues by 2023, including €75m via the current packaged solution offering already in strong demand and €25m via Data as a Service subscriptions on the EKKO platform. Over the same period, the Company aims to push its gross margin rate to over 40% of revenues (versus 22% for FY 2018).

The IPO is designed to provide the funding to implement the Company's development strategy, in particular to finalize and launch the EKKO platform on the European market.

The IPO is expected to generate net proceeds of €15.0m at the mid-price, including €8.2m by offsetting receivables.

The balance of the proceeds not subscribed by offsetting receivables, i.e. €5.9m based on the median value of the indicative price range, will be used to implement Group strategy through the following objectives:

• Funding production of Smart Dongles for the EKKO offering (approx. 80% of proceeds) to deploy the platform quickly in Europe. During the first year of the EKKO offering, the Company plans to fund and deploy 240,000 Smart Dongles, mainly via major dealership and service and repair networks such as Groupauto International, which has confirmed its intention to take part in the EKKO platform and fit as many vehicles as possible in its network, paying the Company €15 per year per dongle;

• Further hiring (approx. 20% pf proceeds) in two areas: (i) project managers to manage strategic issues in liaison with key accounts salespeople, and (ii) high-level profiles to shore up development teams, including decoding, data filtering and AI engineers to ensure that MUNIC maintains its technological lead in decoding, processing and exploiting car data.

Furthermore, MUNIC's listed company status should enhance visibility on its markets, a major advantage for commercial negotiations with strategic sector partners.

SUBSCRIPTION COMMITMENTS

MUNIC has received subscription commitments totaling €10.0m and covering 62.5% of the Offer, including:

• €1.8m from two third-party investors, i.e. €1.5m from Ostrum Asset Management and €0.3m from IMHotel;
• €8.2m subscribed by offsetting receivables held by majority shareholder Grandis-Lux in the form of convertible bonds and shareholder loans and advances.

ELIGIBILITY OF IPO FOR PEA AND PEA-PME PERSONAL EQUITY PLANS, BPIFRANCE INNOVATIVE COMPANY LABEL

MUNIC meets the eligibility criteria for French PEA-PME personal equity plans as provided for by Articles L. 221-32-2 and D. 221-113-5 et seq. of the French Monetary and Financial Code. Accordingly, MUNIC shares may be fully incorporated into share-based savings plans (PEA) and PEA-PME accounts, which confer the same tax benefits as standard PEA personal equity plans⁵.

MUNIC has also obtained the Bpifrance Innovative Company label.

PUBLICATION OF PROSPECTUS

Copies of the Prospectus approved by the French financial markets authority (AMF) may be obtained free of charge from the Company's head office at 100 avenue de Stalingrad, 94800 Villejuif, France, or downloaded from www.munic-bourse.com or www.amf-france.org. Approval of the Prospectus does not imply a favorable opinion regarding the securities offered.

Investors are invited to pay close attention to the risk factors outlined in Chapter 3 “Risk factors” of the Registration Document and Chapter 3 “Market risk factors liable to have a material impact on the securities offered” of the securities note.

Read more on the MUNIC IPO at

FINANCIAL INTERMEDIARIES AND ADVISERS

About MUNIC

Founded in 2002, MUNIC designs and develops technological solutions combining Smart Dongles able to collect and decode thousands of data items generated by car sensors with an edge computing AI platform (Munic.io) capable of analyzing and processing this data.

The fruit of 17 years' R&D, MUNIC's patented technology combines (i) cutting-edge electronics expertise (processors, memory, security, energy management, telecoms & radio, etc.), (ii) car data decoding capacity and (iii) an edge computing AI platform (Munic.io) for data processing.

Based in Villejuif, France with offices in the USA and China, MUNIC has a headcount of 60 including 77% engineers. The Company posted 2019 revenues of €17.0m (unaudited), mainly generated in the USA and Europe. The Company has obtained the Bpifrance Innovative Company label.

Read more: www.munic.io

CONTACTS

1 Since 2000 and 2003 in Europe for petrol and diesel vehicles respectively, later gradually extended to other vehicle types.

2 Approx. 5.5 million in the USA and 900,000 in Europe (source: Frost & Sullivan “Opportunity of the OBD II Automotive aftermarket, Forecast to 2023” - 2016).

3 source: International Organization of Motor Vehicle Manufacturers (WORLD VEHICLES IN USE - 2015 data - www.oica.net/wp-content/uploads/Total_in-use-All-Vehicles.pdf.

4 prior to ongoing takeover of Sprint operator

5 These schemes are conditional and subject to available caps. Those interested should consult their financial adviser.

MAIN IPO TERMS

PRE-IPO CAPITAL

French public limited company with a Board of Directors with capital of €212,247.52 divided into 5,306,188 shares with a par value of €0.04 per share

SHARE CHARACTERISTICS

Name: MUNIC – Market: Euronext Growth^® Paris – “Public offering” compartment – ISIN: FR0013462231 – Symbol: ALMUN – ICB Classification: 9533 – Computer Services – LEI: 969500WCODOO2EV5W145 – eligible for PEA and PEA-PME personal equity plans⁶

INDICATIVE PRICE RANGE

€6.76 - €9.14 per share

OFFER TERMS & CONDITIONS

The Offer will be carried out via the issuance of 2,012,579 new shares, which may be increased to 2,314,465 new shares if the extension clause is exercised in full (the “New Shares”).

A maximum of 347,169 shares may be transferred by existing Company shareholders if the over-allotment (greenshoe) option is exercised in full (the “Transferred Shares” and, together with the New Shares, the “Offered Shares”).

PROCEEDS OF THE OFFERING

Approx. €16.0m gross proceeds from the issuance of the New Shares (including €8.2m by offsetting receivables held by majority shareholder Grandis-Lux), which may be increased to €18.4 upon full exercise of the extension clause (based on the median value of the indicative price range, i.e. €7.95 per share).

Transfer of approx. €2.8m by existing Company shareholders upon full exercise of the over-allotment option (based on the median value of the indicative price range, i.e. €7.95 per share). The Company will receive no proceeds from the transfer of the Transferred Shares by existing Company shareholders.

The net proceeds of the IPO are estimated at around €15.0m as per the mid-price (without exercise of the extension clause or transfer of the Transferred Shares).

IPO STRUCTURE

The Offered Shares will be made available via a global offer (the “Offer”) comprising:

• A public offering in France in the form of an Open Price Offer (OPO) mainly intended for individual investors, where orders will be split into tranches depending on the number of shares requested:

• Order tranche A1: from 1 share to 250 shares inclusive

• Order tranche A2: over 250 shares

A1 order tranches shall receive preferential treatment over A2 tranches whenever all orders cannot be fulfilled.

• A global placement mainly intended for institutional investors (the “Global Placement”) comprising:

• a placement in France, and

• a private international placement in certain countries, excluding some countries including the USA, Japan, Canada and Australia.

If OPO demand so allows, the number of shares allocated in response to orders placed under the OPO shall be equal to at least 10% of the number of shares offered under the Offer (before the over-allotment option is exercised).

SUBSCRIPTION COMMITMENTS

The Company has received subscription commitments under the Offer totaling €10.0m (i.e. 62.5% of the Offer), including:

• €1.8m from two third-party investors, i.e. €1.5m from Ostrum Asset Management and €0.3m from IMHotel;

• €8.2m subscribed by offsetting receivables held by majority shareholder Grandis-Lux in the form of convertible bonds and shareholder loans and advances.

LOCK-UP ARRANGEMENTS

Company abstention commitment: 180 days from settlement-delivery of the New Shares

Lock-up period subject to the usual exceptions:

• Three founders and Grandis-Lux (94.95% of pre-IPO capital): 360 days from settlement-delivery of the New Shares in respect of all shares held by the founders and Grandis-Lux as of settlement-delivery, except for the Transferred Shares upon full exercise of the over-allotment option;

• Other two shareholders (5.05% of pre-IPO capital):

  • 180 days from settlement-delivery of the New Shares in respect of all shares held by these two shareholders as of settlement-delivery, except for the Transferred Shares upon full exercise of the over-allotment option, and

  • 360 days from settlement-delivery of the New Shares in respect of 80% of the shares held by these two shareholders as of settlement-delivery, except for the Transferred Shares upon full exercise of the over-allotment option.

• Funds managed by Odyssée Venture: 360 days from settlement-delivery of the Offer in respect of all shares issued via conversion of convertible bonds (CB 2019) and held as of the first listing date of the Company's shares on Euronext Growth^® Paris.

PROVISIONAL TIMETABLE

DISCLAIMER

This press release is promotional in nature and does not constitute a prospectus within the meaning of regulation (EU) n°2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). Any decision to purchase or subscribe shares may only be made on the basis of information contained in a prospectus having been granted clearance by the Autorité des Marchés Financiers ("AMF" or "French Financial Markets Authority") in connection with the Company's initial public offering.

Neither this press release nor a copy hereof, or any information contained therein constitutes an offer or invitation to sell or purchase, or a solicitation of any offer to purchase or subscribe for shares of the Company in Australia, Canada, Japan, in the United States nor in any other country.

The securities of MUNIC may not be offered, subscribed or sold in the United States without prior registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. Subject to certain exceptions, the Company' shares may not be offered or sold in Australia, Canada and Japan to any resident or citizen of those counries.

The securities of MUNIC have not or will not be registered under the U.S. Securities Act or any other applicable regulation in Australia, Canada or Japan and MUNIC does not intend to make a public offer of its securities in the United States, Australia, Canada or Japan.

With respect to the Member States of the European Economic Area other than France (the “Member States”), which have implemented the Prospectus Regulation, 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 of these Member States. As a result, the new or existing shares may not be offered in the Member States, except (i) to any legal entity which is a qualified investor as defined under the Prospectus Regulation, (ii) in any other circumstances not requiring MUNIC to publish a prospectus as provided under Article 1(4) of the Prospectus Regulation.

The distribution of this press release has not been made and approved by any authorised person within the meaning of Article 21 (1) of the Financial Services and Markets Act 2000. As a result, this press release is intended only for (i) persons who are outside of the United Kingdom, (ii) investment professionals within the meaning of Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (iii) persons within the scope of application of Article 49 (2) (a) to (d) (high equity companies, unregistered associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iv) any other persons to whom this press release may be transmitted in accordance with the law (persons mentioned in paragraphs (i), (ii), (iii) and (iv) shall be referred to as the “Relevant Persons”) The securities are only available to Relevant Persons, and any invitation, offer or agreement on the subscription, purchase or acquisition of the shares may only be transmitted or entered into with the Relevant Persons .Any other persons than a Relevant Person shall not use or rely on this press release and the information included therein. This press release shall not constitute a prospectus approved by the Financial Services Authority or any regulatory authority in the United Kingdom within the meaning of Section 85 of the Financial Services and Markets Act 2000.

This press release is communicated to you on an individual basis, for information purposes only, and is to be used solely for the purpose of presenting the Company.

This press release and its contents are confidential and may not be copied, distributed or forwarded to any other person or published or reproduced, directly or indirectly, in full or in part, by any means, in any form and for any purpose whatsoever. You must abide by all laws applicable to the possession of such information, including laws on insider dealing, applicable regulations and the recommendations of the AMF.

Neither this press release nor any copies thereof nor any information contained therein may be carried, communicated or distributed, directly or indirectly, to the United States, Canada, Japan or Australia or to any resident of these countries.

Failure to abide by any of these limitations may constitute a breach of statutory restrictions concerning the offering of financial instruments in the United States, Canada, Japan or Australia. The distribution of this document in other

countries may be subject to statutory restrictions and any persons coming into possession of this document should inform themselves about the existence of such restrictions and comply with them.

The information provided below has not been independently verified by the Company, its advisors or any other person and may be updated, supplemented or revised extensively.

No express or implied repress release or warranty is made as to the accuracy, fair press release, completeness or relevance of the information contained in this document. The Company, its advisors and their representatives accept no liability for any loss or damage resulting from any use of this press release or its content or related in any way to this press release.

The Company is not required to update the information contained in this press release and all information herein may be amended without prior notice.

This press release contains data regarding the Company's targets and development guidelines. Such data may be identified by the use of future and conditional verb forms and forward-looking expressions such as “expect”, “may”, “estimate”, “intend to”, “plan to” and “anticipate”. This data is subject to risks and contingencies that may subsequently lead to material differences in actual data.

Such targets and development guidelines do not reflect historical data and should not be interpreted as guarantees that the stated facts and data will materialize or that targets will be achieved.

There is an intrinsic risk that such targets may not be achieved and that the statements or information herein may turn out to be incorrect, without the Company, its advisors or their representatives being required to update said information, subject to applicable regulations.

Source : Actusnews