Share Placement & Share Holder Base

Leonteq AG (SIX: LEON), the Zurich-based independent technology and service provider for investment solutions, has been informed by its founders and Raiffeisen Switzerland Cooperative (“Raiffeisen”) of a number of concurrent transactions in relation to its shares.
SHARE PLACEMENT

Founding partner Michael Hartweg, who left Leonteq in August 2015, intends to sell all his remaining 597,354 Leonteq shares (representing 3.75% of the outstanding Leonteq shares) to Raiffeisen. Consequently, he will no longer be a party to the existing shareholders’ agreement. The bookrunner of the IPO has agreed to waive the lock-up in relation to this sale.

In this context, Raiffeisen intends to place 597,354 Leonteq shares (representing 3.75% of the outstanding Leonteq shares) with existing and new investors through its subsidiary Notenstein La Roche Private Bank Ltd (“Notenstein”). The shares will be offered exclusively by way of a private placement, the aim being to increase the free float and liquidity of Leonteq shares. The results of the share placement will be released tomorrow morning. Notenstein has appointed Credit Suisse as the sole bookrunner for the transaction.

EXTENSION OF LOCK-UP AGREEMENTS FROM 5 YEARS TO 10 YEARS; PURCHASE OF 10-YEAR CALL OPTIONS

To demonstrate their long-term commitment to Leonteq, CEO and founding partner Jan Schoch and Vice Chairman and founding partner Lukas Ruflin have informed Leonteq that Jan Schoch and Lukas Ruflin family interests have conditionally agreed with Raiffeisen to extend the lock-up period for all their currently locked-up shares (approximately 1,350,000 shares, i.e. two-thirds of the shares they held at the time of the IPO) by an additional five years from October 2020 to October 2025.

Furthermore, Jan Schoch and Lukas Ruflin family interests have conditionally agreed to increase their exposure to Leonteq by purchasing call options on 20% of the 29% stake Raiffeisen holds in Leonteq. These call options, with maturity in October 2025 and a strike price of CHF 210 per share, can only be exercised in 10 years’ time.

RAIFFEISEN COMMITMENT TO LEONTEQ

Raiffeisen is a strategic investor in Leonteq and committed for the long term. It will continue to work to ensure Leonteq´s independence going forward. Raiffeisen´s private placement of the Leonteq shares to be acquired from Michael Hartweg to existing and new investors and its sale of 10-year call options on 20% of its 29% stake to Jan Schoch and Lukas Ruflin family interests are a reflection of this.

SHAREHOLDER UPDATE

Following the completion of these transactions, the group of shareholders acting in concert within the meaning of Art. 10 of the SESTO-FINMA will hold an aggregate shareholding of 7,058,282 shares and 44.27% of the voting rights. The table below summarizes the shares held by each party:

Shareholders

Number of shares

in %

Raiffeisen / Notenstein 1

4,623,253

29.00%

Jan Schoch 2

1,036,691

6.50%

Lukas Ruflin & Lukas Ruflin family interests 3

1,033,337

6.48%

Sandro Dorigo

365,001

2.29%

Total shareholder group

7,058,282

44.27%

1 Includes 924,650 shares subject to call options held by Jan Schoch and the Lukas Ruflin family interests.
2 674,800 shares are subject to the lock-up extension until October 2025. He additionally holds 462,325 call options in relation to 462,325 shares held by Raiffeisen.
3 670,688 shares are subject to the lock-up extension until October 2025. They additionally hold 462,325 call options in relation to 462,325 shares held by Raiffeisen.