Believe / Press release regarding the terms of the stabilization transactions and the over-allotment option

Press release regarding the terms of the stabilization transactions

and the over-allotment option

Paris, 29 June 2021 – Believe, one of the world’s leading digital music companies, announces today the details of the stabilization transactions carried out in connection with its initial public offering on the regulated market of Euronext Paris.

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, J.P. Morgan, AG, acting as stabilizing agent, declares that it carried out stabilization operations on Euronext Paris as part of the Believe initial public offering.

The stabilization period that began on 9 June 2021 (following the publication of the results of the offering by Believe) ended on 29 June 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)	Stabilisation Trading Venue
10-Jun-21	J.P. Morgan AG	Buy	1,000,000	17.168800	15.9680 / 18.4020	17,168,805.60	Euronext Paris
11-Jun-21	J.P. Morgan AG	Buy	200,000	17.093300	16.4380 / 17.5480	3,418,655.68	Euronext Paris
14-Jun-21	J.P. Morgan AG	Buy	50,000	17.381549	17.0300/ 17.5980	869,077.39	Euronext Paris
15-Jun-21	J.P. Morgan AG	Buy	47,135	17.492218	17.376 / 17.6380	824,495.64	Euronext Paris
16-Jun-21	J.P. Morgan AG	Buy	55,000	17.357862	17.0760 / 17.6680	954,682.42	Euronext Paris
17-Jun-21	J.P. Morgan AG	Buy	39,447	17.161869	16.966 / 17.3060	676,984.23	Euronext Paris
18-Jun-21	J.P. Morgan AG	Buy	50,921	17.037622	16.8460 / 17.5000	867,572.72	Euronext Paris
21-Jun-21	J.P. Morgan AG	Buy	50,000	16.96437	16.812 / 17.1720	848,218.41	Euronext Paris
22-Jun-21	J.P. Morgan AG	Buy	9,800	16.5452	16.338 / 17.0020	162,142.98	Euronext Paris
23-Jun-21	J.P. Morgan AG	Buy	9,658	16.21415	16.008 / 16.4780	156,596.15	Euronext Paris
24-Jun-21	J.P. Morgan AG	Buy	7,854	15.49457	15.326 / 16.0880	121,694.30	Euronext Paris
25-Jun-21	J.P. Morgan AG	Buy	7,646	14.88603	14.588 / 15.2160	113,818.59	Euronext Paris
28-Jun-21	J.P. Morgan AG	Buy	6,000	14.97507	14.636 / 15.4080	89,850.40	Euronext Paris
29-Jun-21	J.P. Morgan AG	Buy	5,000	14.92001	14.508 / 15.274	74,600.03	Euronext Paris

In addition, J.P. Morgan AG, as stabilizing agent, acting on its own and on behalf of the Managers, has informed the Company that the over-allotment option will not be exercised.

As a result, the total number of Believe shares issued in its initial public offering amounts to 15,384,616 new shares, i.e. an offering size of approximately €300 million. After the initial public offering, the share capital of Believe amounts to €479,267.29, i.e. 95,853,458 ordinary shares with a nominal value of €0.005 per share, representing the same number of voting rights.

In addition, Believe’s share capital and voting rights split set out in the press release announcing the results of its initial public offering, published on 9 June 2021, remains unchanged.

***

About Believe
Believe is one of the world’s leading digital music companies. Believe’s mission is to develop independent artists and labels in the digital world. We accomplish our mission by providing them the solutions they need to grow their audience at each stage of their career and development. Believe’s passionate team of digital music experts around the world leverages the Group’s global technology platform to advise artists and labels, distribute and promote their music. Our 1,270 employees in more than 50 countries aim to support independent artists and labels with a unique digital expertise, respect, fairness and transparency. Believe offers its various solutions through a portfolio of brands including TuneCore, Believe, Nuclear Blast, Naïve, Groove Attack and AllPoints. Believe is listed on compartment A of the Euronext Paris stock exchange (Ticker: BLV, ISIN: FR0014003FE9). www.believe.com

Press contact
Brunswick – Benoit Grange / Hugues Boëton
+33 (0) 6 14 45 09 26/ +33 (0) 6 79 99 27 15
believe@brunswickgroup.com

Disclaimer

This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer in France, United Kingdom, United States, Canada, Australia, Japan or any other country.

No communication and no information in respect of this transaction or of Believe may be distributed to the public in any jurisdiction where a registration or approval is required.

This announcement is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017 (the “Prospectus Regulation”). The prospectus approved by the AMF is available on the AMF website (www.amf-france.org) and the company’s website dedicated to the IPO (www.ipo.believe.com).

The distribution of this press release is not made, and has not been approved, by an authorized person (“authorized person”) within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended) and (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “Relevant Persons”). This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

Securities may not be offered or sold in the United States unless they have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or are exempt from registration. Believe does not intend to make a public offer of its shares 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 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.

 

Attachment

• Press release regarding the terms of the stabilization transactions