Brockhaus Capital Management AG: Technology group BCM sets placement price for its private placement ahead of the planned listing on Frankfurt Stock Exchange at € 32.00 per share

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PRESS RELEASE: Technology group BCM sets placement price for its private placement ahead of the planned listing on Frankfurt Stock Exchange at € 32.00 per share

• BCM sets the placement price for its capital increase at € 32.00 per share, corresponding to a market capitalization of up to € 317 million after completion of the private placement (excluding greenshoe and €332 million assuming full exercise of the greenshoe option)
• All primary offering consisting of up to 3,593,750 new shares by way of a capital increase, including a market standard over-allotment option, corresponding to a total offer size of up to € 115 million
• Proceeds will be used to fund BCM’s inorganic growth strategy, executing on its accretive acquisition pipeline
• Planned capital increase in the size of at least 25% of BCM’s market capitalization following the listing
• Bookbuilding commences on July 07, 2020 and is expected to close on July 09, 2020
• The management board, supervisory board members and employees of BCM as well as the senior management of its subsidiaries are committing to an order of € 1 million as part of the capital increase
• The first day of trading on the regulated market (Prime Standard) of Frankfurt Stock Exchange is expected for July 14, 2020

Frankfurt/Main, 07 July, 2020.

Brockhaus Capital Management AG (BCM), a long-term oriented technology group focusing on high-margin and high-growth technology champions within the German Mittelstand, sets the placement price for its private placement and planned listing on the Frankfurt Stock Exchange at € 32.00 per share. The final number of new shares to be issued will be determined on the basis of a bookbuilding process.

The private placement comprises up to 3,125,000 newly issued registered shares with no-par value (Stückaktien) from a capital increase against cash constribution, as well as up to 468,750 additional new shares in connection with a market standard over-allotment option. The volume of the capital increase shall amount to at least 25% of the market capitalization of BCM following the listing.

Assuming the maximum number of shares (including greenshoe) to be placed, this would correspond to total gross proceeds to the Company of € 115 million. BCM intends to use the proceeds from the capital increase to finance its inorganic growth through new acquisitions in line with its accretive pipeline, enabling its long-term development into a leading technology group for the German Mittelstand. The Company’s market capitalization would accordingly be € 332 million based on gross proceeds of € 115 million.

The bookbuilding commences today on July 07, 2020 and is expected to end on Thursday, July 09, 2020. The Company reserves the right to shorten or extend the offer period in accordance with applicable laws.

“The private placement and listing are the logical next steps on our way to build one of the leading technology groups with a specific focus on the German Mittelstand. The planned capital raise will enable us to continue driving inorganic growth of the group through additional acquisitions and the execution of our strong pipeline. It will also bring us one step closer to the intended compounding modus, where future growth through M&A can be funded through our subsidiaries’ generally strong cash flow. Institutional investors at the same time get the unique opportunity to invest through us in high-margin, high-growth technology champions within the German Mittelstand – a segment that is otherwise inaccessible to capital market investors” says Marco Brockhaus, Founder and CEO of BCM.

There will be no sell-down from existing shareholders, as they plan to remain invested in order to participate in the long-term value creation of BCM. With approximately one third of the share capital pre listing, the BCM management team is the largest shareholder group of the Company, with the supervisory board and senior management of BCM’s subsidiaries holding an additional 8.7% and 5.5% respectively. As part of the private placement, the management board, supervisory board members and employees of BCM as well as the senior management of its subsidiaries are committing to an order of € 1 million. Existing shareholders are subject to a 180 day lock-up period, with the BCM team as well as senior management of its subsidiaries Palas and IHSE proactively extending this period to two years (subject to certain exemptions), thereof one year vis-à-vis the underwriters and a following year vis-à-vis the Company.

The Company intends to list its shares on the regulated market of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) under the securities identification number (WKN) A2GSU4, the international securities identification number (ISIN) DE000A2GSU42 and stock exchange symbol BKHT. The first trading day is expected to be July 14, 2020.

The offer comprises a private placement to institutional investors only and does not constitute a public offering.

Citi and Jefferies are acting as Joint Global Coordinators and Joint Bookrunners and Commerzbank as Joint Bookrunner.

About Brockhaus Capital Management

BCM AG, based in Frankfurt/Main, is a technology group acquiring high-margin and high-growth technology champions with B2B business models in the German Mittelstand. With a unique platform approach and a long-term horizon, BCM actively and strategically supports its subsidiaries in achieving long-term profitable growth beyond industry and country boundaries. At the same time, BCM offers a gateway into these non-listed German technology champions, which are otherwise inaccessible to capital market investors.

Contact Details

For investors:

Brockhaus Capital Management – Paul Göhring
Head of Investor Relations
Phone: +49 69 20 43 40 978
Mobile: +49 151 4616 0724
Fax: +49 69 20 43 40 971
E-Mail: goehring@bcm-ag.com

For media:

USC – Iris C. Sistemich
Phone: +49 221 280 655 10
E-Mail: presse@us-communications.de

Disclaimer

This announcement is an advertisement and not a prospectus.
This release is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). The shares in Brockhaus Capital Management AG (the “Shares”) mentioned herein may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the US Securities Act of 1933, as amended (the “Securities Act”) and in compliance with applicable state securities laws. The Shares have not been, and will not be, registered under the Securities Act and will not be offered or sold in the United States, except on the basis of applicable exemptions from registration. The Company has not been and will not be registered under the US Investment Company Act of 1940 and investors will not be entitled to the protections of that Act.
In the United Kingdom, this communication is and will be only addressed to, and directed at “qualified investors” as defined in the Prospectus Regulation, who are also (i) persons who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trust as described in Article 49(2) of the Order or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this document or any of its contents. Copies of this announcement are not being made and may not be distributed or sent into the United States or to a US Person or into Canada, Australia, New Zealand, South Africa or Japan.

No public offering of securities is currently planned in any jurisdiction.

This release contains forward-looking statements. “Statements contained herein may constitute “forward-looking statements.” Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “plan”, “expect”, “anticipate”, “estimate,” “believe”, “intend”, “project”, “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on current expectations and involve a number of nown and unknown risks, uncertainties and other factors that could cause the Group’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and the Group does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.

The Joint Global Coordinators and Bookrunners are acting exclusively for the Company and no-one else in connection with the planned private placement and listing. It will not regard any other person as their respective clients in relation to the planned private placement and listing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the planned private placement and listing, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the private placement, the Joint Global Coordinators and Bookrunners and its affiliates may take up a portion of the shares offered in the planned private placement as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments. In addition the Joint Global Coordinators and Bookrunners and its affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Global Coordinators and Bookrunners and its affiliates may from time to time acquire, hold or dispose of shares of the Company. The Joint Global Coordinators and Bookrunners do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so. None of the Joint Global Coordinators and Bookrunners or any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to BCM, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.