Offer to fund Basic-Fit’s growth ambitions
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Hoofddorp, 8 June 2020 – Basic-Fit N.V. (“Basic-Fit” or the “Company”), Europe’s largest and fastest growing fitness chain, announces the launch of an accelerated bookbuild offering (“the Offering”) of up to 5,333,333 new ordinary shares of the Company (the "New Shares"). The Company intends to use the net proceeds from the Offering to strengthen the balance sheet providing the Company with the financial flexibility to recommence its growth strategy which includes the opening of new clubs and acquisitions.

AM Holding B.V., fully controlled by René Moos, Basic-Fit’s co-founder and CEO, has committed to subscribe for an amount of new ordinary shares equivalent to approximately EUR 5.0 million in the Offering.

Transaction rationale
Following restrictions on its operations imposed by the governments of the countries in which the Company is active, Basic-Fit has taken appropriate action in temporarily closing all of its clubs and offering compensation to its members. The Company has subsequently announced steps to safeguard its liquidity position. These steps included securing additional bank financing and temporary postponement of its expansion plans.

More recently, Basic-Fit has been able to reopen clubs in various locations and expects to have reopened all its clubs by 1 July 2020. With positive momentum returning to its business, the Company is keen to reinitiate its expansion plans. For that reason, the Company intends to raise equity financing to have the financial flexibility to seize new growth opportunities as they arise.

Commitment AM Holding B.V.
AM Holding B.V., fully controlled by René Moos, Basic-Fit’s co-founder and CEO, has committed to subscribe for an amount of new ordinary shares equivalent to approximately EUR 5.0 million in the Offering. Following the completion of the Offering, the total stake of AM Holding B.V. will amount to approximately 15.2% of Basic-Fit’s outstanding share capital.

The Offering
The Offering will be executed by way of a private placement of the New Shares on a non-pre-emptive basis (the “Placement”). The New Shares will rank pari passu in all respects with the existing shares of the Company and will be issued under the Company’s shareholder authorisation provided by the General Meeting and will be offered exclusively to qualified investors in the European Economic Area ("EEA") and the United Kingdom, to qualified institutional buyers in the United States pursuant to Rule 144A of the U.S. Securities Act of 1933, as amended (the "Securities Act") and outside the United States pursuant to Regulation S under the Securities Act, and to certain qualified investors in other jurisdictions.

Settlement of the transaction and admission to listing and trading of the New Shares on Euronext Amsterdam are expected to take place on 11 June 2020.

The Company and AM Holding B.V. have committed themselves to a lock-up period ending 90 calendar days after completion of the Placement, subject to customary exceptions, as well as a waiver by the Banks. In addition, Basic-Fit’s key shareholder 3i Group plc has also agreed to the same lock-up provisions for a period of 90 days with respect to its stake.

No prospectus will be published in connection with the Offering.

Advisors, syndicate and bookbuilding
ABN AMRO Bank N.V. and Coöperatieve Rabobank U.A. (together with its distribution partner Kepler Cheuvreux S.A.) are acting as Joint Global Coordinators and Joint Bookrunners in relation to the Offering. Lazard Ltd acts as Financial Advisor to the Company in relation to the Offering.

The Joint Global Coordinators will commence the Offering and books will open with immediate effect, following the release of this announcement. The timing of the closing of the books, pricing and allocations are at the absolute discretion of the Company and the Joint Global Coordinators. Details of the offer price and the final number of New Shares will be announced as soon as practicable after the books are closed.

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