Calculation of Filing Fee Tables
Form F-3
(Form Type)
Global Blue Group Holding AG
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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| Security Type | Security
Class
Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
| Newly Registered Securities |
Fees to be Paid | Equity | Ordinary Shares, nominal value CHF 0.01 per share(1) | Rule 457(c) | 4,092,072(2) | $4.77(3) | $19,519,184 | $147.60 per $1,000,000 | $2,881.03 | - | - | - | - |
Fees Previously Paid | - | - | - | - | - | - | - | - | - | - | - | - |
| Carry Forward Securities |
Carry Forward Securities (Primary) | Equity | Ordinary Shares, nominal value CHF 0.01 per share | 415(a)(6) | 48,420,091(1)(4) | (8) | (8) | - | (8) | Form F-1, Form F-3 | 333-248927; 333-259200 | October 8, 2020 | (8) |
Carry Forward Securities (Secondary) | Equity | Ordinary Shares, nominal value CHF 0.01 per share | 415(a)(6) | 173,744,602(1)(5) | (8) | (8) | - | (8) | Form F-1, Form F-1, Form F-3 | 333-248927; 333-254630; 333-259200 | October 8, 2020; March 26, 2021 | (8) |
| Equity | Global Blue Warrants | 415(a)(6) | 9,766,667(1)(6) | (8) | (8) | - | (8) | Form F-1, Form F-3 | 333-248927; 333-259200 | October 8, 2020 | (8) |
| Equity | Series A Preferred Shares | 415(a)(6) | 17,684,141(1)(7) | (9) | - | - | - | Form F-1, Form F-3 | 333-248927; 333-259200 | October 8, 2020 | - |
| Total Offering Amounts | $19,519,184(8)(10) | $147.60 per $1,000,000 | $2,881.03 | | | | |
| Total Fees Previously Paid | - | - | $253,209.24(8) | | | | |
| Total Fee Offsets | - | - | - | | | | |
| Net Fee Due | - | - | $2,881.03(11) | | | | |
(1) Pursuant to Rule 416 under the Securities Act, this registration statement also covers an indeterminate number of additional securities that may be offered or issued by Global Blue Group Holding AG (the “Company”) in connection with any stock split, stock dividend or similar transaction.
(2) Represents the aggregate of 4,092,072 newly registered ordinary shares of the Company registered for resale by the selling securityholders named from time to time in this registration statement, comprised of (x) 2,592,072 ordinary shares underlying restricted share awards, options and other incentive awards that are currently outstanding and (y) 1,500,000 ordinary shares that are expected to be issued to such selling securityholders upon the vesting or exercise of restricted share awards, options and other incentive awards to be issued).
(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average high and low prices of the registrant’s ordinary shares reported on September 6, 2024, which was $4.77 per share.
(4) Represents the aggregate of (i) 30,735,950 ordinary shares of the Company issuable upon the exercise of the existing warrants of the Company (the “Global Blue Warrants”) at an exercise price of $11.50 per ordinary share (subject to adjustment); and (ii) 17,684,141 ordinary shares of the Company issuable in connection with the exercise of the conversion privilege attached to the Series A preferred shares of the Company (the “Series A Preferred Shares”).
(5) Represents the aggregate of 173,744,602 ordinary shares of the Company registered for resale by the selling securityholders named in this registration statement (including 27,450,808 ordinary shares of the Company issuable upon the exercise of the Global Blue Warrants and the conversion privilege attached to the Series A Preferred Shares).
(6) Represents the Global Blue Warrants held by SL Globetrotter, L.P. (“Globetrotter”), Global Blue Holding L.P. (“Cayman Holdings”) and certain members of management of the Company.
(7) Represents the Series A Preferred Shares, which may be converted into ordinary shares of the Company, under certain circumstances, on a cashless and one-for-one basis.
(8) On September 18, 2020, the Company filed a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (the “SEC”) (File No. 333-248927) (the “First F-1 Registration Statement”) related to (i) 54,567,963 ordinary shares of the Company issuable upon the exercise of the Global Blue Warrants and the exercise of the conversion privilege attached to the Series A Preferred Shares, (ii) the offer and resale by selling securityholders named therein of an aggregate of 187,755,946 ordinary shares of the Company (including 9,766,667 ordinary shares of the Company issuable upon the exercise of the Global Blue Warrants and 23,717,989 ordinary shares of the Company issuable in connection with the exercise of the conversion privilege attached to the Series A Preferred Shares), (iii) the offer and resale by selling securityholders named therein of an aggregate of 9,766,667 Global Blue Warrants and (iv) the offer and resale by selling securityholders named therein of an aggregate of 23,717,989 Series A Preferred Shares, which was subsequently declared effective by the SEC on October 8, 2020. On July 1, 2021, the Company filed a Post-Effective Amendment No. 1 to the First F-1 Registration Statement, which was subsequently declared effective by the SEC on July 8, 2021.
On March 23, 2021, the Company filed a registration statement on Form F-1 with the SEC (File No. 333-254630) (the “Second F-1 Registration Statement”) related to the offer and resale by selling stockholders named therein of an aggregate of 6,666,665 ordinary shares of the Company, which was subsequently declared effective by the SEC on March 26, 2021. On July 1, 2021, the Company filed a Post-Effective Amendment No. 1 to the Second F-1 Registration Statement, which was subsequently declared effective by the SEC on July 8, 2021.
On August 31, 2021, the Company filed a registration statement on Form F-3 with the SEC (File No. 333-259200) (the “F-3 Registration Statement,” and together with the First F-1 Registration Statement and the Second F-1 Registration Statement, the “Prior Registration Statements”), which constituted a post-effective amendment to each of the First F-1 Registration Statement and Second F-1 Registration Statement and converted each such registration statements into
a registration statement on Form F-3. The F-3 Registration Statement related to (i) 30,735,950 ordinary shares of the Company issuable upon the exercise of the Global Blue Warrants and the exercise of the conversion privilege attached to the Series A Preferred Shares, (ii) the offer and resale by selling securityholders named therein of an aggregate of 188,253,828 ordinary shares of the Company (including 9,766,667 ordinary shares of the Company issuable upon the exercise of the Global Blue Warrants and 27,555,179 ordinary shares of the Company issuable in connection with the exercise of certain outstanding Global Blue Warrants and the conversion privilege attached to the Series A Preferred Shares), (iii) the offer and resale by selling securityholders named therein of an aggregate of 9,766,667 Global Blue Warrants and (iv) the offer and resale by selling securityholders named therein of an aggregate of 17,788,512 Series A Preferred Shares, which was subsequently declared effective by the SEC on September 13, 2021.
As of the date of the filing of this registration statement, the 48,420,091 ordinary shares to be sold by the Company and registered under the Prior Registration Statements remained unsold (the “Unsold Primary Securities”) and (i) 146,293,794 ordinary shares, (ii) 9,766,667 Global Blue Warrants and (iii) 17,684,141 Series A Preferred Shares, in each case, to be sold by selling securityholders from time to time and registered under the Prior Registration Statements remained unsold (the “Unsold Secondary Securities” and, together with the Unsold Primary Securities, the “Unsold Securities”). A registration fee of $244,190.30 (based on the filing fee rate in effect at the time of the filing of the First F-1 Registration Statement) and a registration fee of $9,018.94 (based on the filing fee rate in effect at the time of the filing of the Second F-1 Registration Statement) were previously paid in connection with the Unsold Securities. Pursuant to Rule 415(a)(6) under the Securities Act, all of the Unsold Securities (and associated filing fees) are being carried forward and registered under this registration statement, and no additional registration fee is being paid. Pursuant to Rule 415(a)(6), the offering of securities registered under the Prior Registration Statements will be deemed terminated as of the date of effectiveness of this registration statement.
(9) In accordance with Rule 457(i) under the Securities Act, the registration fee for the Series A Preferred Shares is being calculated with respect to the ordinary shares issuable upon conversion of the Series A Preferred Shares, and no additional filing fee is payable for the Series A Preferred Shares because no additional consideration will be received in connection with the exercise of the conversion privilege.
(10) Amount shown represents the $19,519,184 maximum aggregate offering price of the newly registered ordinary shares of the Company that do not constitute Unsold Securities.
(11) Amount shown represents the registration fee with respect to the 4,092,072 newly registered ordinary shares of the Company. As described in footnote (8), the registration fee for all Unsold Securities was previously paid.
