Brockhaus Capital Management AG: Technology group BCM successfully completes its private placement ahead of the planned listing at € 32.00 per share

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PRESS RELEASE: Technology group BCM successfully completes its private placement ahead of the planned listing at € 32.00 per share

• Brockhaus Capital Management AG (BCM) has set the volume for its private placement. A total of 3,593,750 shares has been successfully placed with institutional investors; a total issuance volume of € 115 million
• The final issue price per share has been set at € 32.00 corresponding to a market capitalization of € 332 million after completion of the private placement (including Greenshoe)
• The capital increase was well oversubscribed with long-only anchor demand from Germany, the United States and United Kingdom
• First day of trading on the regulated market (Prime Standard) of Frankfurt Stock Exchange expected for July 14, 2020

Frankfurt/Main, July 09, 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, has set the volume for its private placement based on the placement price of € 32.00 per share determined ahead of the private placement on July 07, 2020. The listing of the shares in the regulated market (Prime Standard) of the Frankfurt Stock Exchange and first day of trading is expected to occur on July 14, 2020.

In the private placement a total of 3,593,750 new shares were placed, of which 468,750 shares are considered to cover over-allotments. Assuming full exercise of the primary Greenshoe option, gross proceeds will amount to approximately € 115 million. As part of the private placement, the management board, supervisory board and other employees of BCM as well as the senior management of BCM’s subsidiaries participated with € 1 million in total in the capital increase. BCM will use the proceeds from the capital increase to finance its inorganic growth strategy through new acquisitions in line with its strict acquisition criteria and leveraging on its accretive pipeline, enabling the long-term development into one of the leading technology groups for the German Mittelstand.

Assuming a full exercise of the Greenshoe option, BCM’s market capitalization amounts to € 332 million, whereof the placement volume of €115 million amounts to approx. 35%.

“Pursuing a capital increase and subsequent listing during Corona times is only risky at first glance. The initial market feedback when we started the process reconfirmed the attractiveness of our business model, offering institutional investors a gateway into German Mittelstand technology champions – a niche which is otherwise inaccessible to capital market investors. We are very proud to have taken this important next step and would like to thank all our employees and investors who have supported us so far, and will continue to support us in the future – now as a publicly listed company” says Marco Brockhaus, founder and CEO of BCM. “The proceeds we raised enable us to acquire further businesses within our strict focus on high-margin, high-growth technology champions and brings us one step closer to our goal of building one of the leading technology groups for the German Mittelstand.”

The listing and first day of trading in the regulated market (Prime Standard) of the Frankfurt Stock Exchange is expected for July 14, 2020, under the securities identification number (WKN) A2GSU4, the international securities identification number (ISIN) DE000A2GSU42 and the stock exchange symbol BKHT. Settlement and delivery of the shares placed with investors will also take place on July 14, 2020.

Citi and Jefferies acted 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.