Citigroup Global Markets Limited: Pre Stabilisation Notice

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Notification of Stabilization Measures in accordance with Article 5(4) and (6) of Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (“Market Abuse Regulation”) of 16 April 2014 and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC and in accordance with Article 6(1) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.

Citigroup Global Markets Limited (“Citigroup” or the “Stabilization Manager“), is acting as Stabilization Manager in connection with the private placement of shares in Brockhaus Capital Management AG, Frankfurt, Germany (the “Company“), and will have the right, in the time period expected to begin on July 14, 2020 (including) and ending no later than 30 calendar days thereafter (i.e. August 14, 2020 (including)) (the “Stabilization Period“), with regard to the Company’s shares, which are expected to be admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) on July 10, 2020 (International Securities Identification Number (ISIN: DE000A2GSU42; German Securities Code (WKN): A2GSU4), in the scope admissible under Article 5(4) of the Market Abuse Regulation, to carry out stabilization measures (the “Stabilization Measures“). The offer price is EUR 32.00 (the “Offer Price“).

Stabilization Measures are intended to provide support for the market price of the Company’s securities during the Stabilization Period if the securities come under selling pressure, thus alleviating sales pressure generated by short-term investors and maintaining an orderly market in those securities. Stabilization Measures may cause the market price of the shares to be higher than it would otherwise have been. In addition, the market price may temporarily be at a level that is not sustainable. In addition, stabilization activities may give false or misleading signals regarding the supply of the securities. The Stabilization Manager may carry out Stabilization Measures on the regulated market of the Frankfurt Stock Exchange. The Stabilization Manager is not required to carry out Stabilization Measures. Therefore, no assurance can be provided that Stabilization Measures will be carried out. As a result, Stabilization Measures may not necessarily be carried out and any Stabilization Measures may cease at any time without advance notice.

In addition to the private placement of up to 3,125,000 new shares in the Company (“New Shares“) up to 468,750 additional shares may be allotted to investors (the “Over-Allotment“). In connection with a potential Over-Allotment, the Stabilization Manager was provided with up to 468,750 shares from the holdings of a pre-listing shareholder by way of a securities loan granted free of charge, and this number of shares will not exceed 15% of the final number of New Shares placed in the course of the private placement.

In this context, with the sole purpose of covering potential Over-Allotments, the Company has granted the Stabilization Manager an option to acquire up to 468,750 greenshoe shares by way of a capital increase against cash contribution (the “Greenshoe Shares“) at the Offer Price less agreed commissions (the “Greenshoe Option“). The Stabilization Manager may exercise the Greenshoe Option on one or more occasions. The Greenshoe Option will expire 30 calendar days after stock exchange trading in the shares commences and may only be exercised to the extent shares have been placed by way of the Over-Allotment.

During the Stabilization Period, the Stabilization Manager ensures adequate public disclosure of the details of any Stabilization Measures by the end of the seventh day of trading following the date on which Stabilization Measures were carried out. The Stabilization Manager will also ensure that any exercise of the Greenshoe Option will be disclosed to the public, together with all appropriate details.

Within one week of the end of the Stabilization Period, adequate public disclosure of the following information will be made: whether or not Stabilization Measures were carried out; the dates on which any price Stabilization Measures started and ended; the date on which Stabilization Measures last occurred; the price range within which Stabilization Measures were carried out (for each date of a Stabilization Measure); and the trading venues on which Stabilization Measures (if any) were carried out.

Disclaimer

This communication constitutes neither an offer to sell nor a solicitation to buy securities. This communication is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan. This communication does not constitute or form part of an offer of securities for sale or solicitation of an offer to purchase securities in the United States, Canada, Australia, Japan, or in any other jurisdiction in which such offer may be restricted. The securities referred to in this communication have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. The Company does not intend to register any portion of securities in the United States or to conduct a public offering of Shares in the United States. No public offering of securities is currently planned in any jurisdiction.

In the United Kingdom, this communication is directed only at persons who: (i) are qualified investors within the meaning of the Financial Services and Markets Act 2000 (as amended) and any relevant implementing measures and/or (ii) are outside the United Kingdom or (iii) have professional experience in matters relating to investments and fall within the definition of “investment professionals” contained in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or are persons falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or fall within another exemption to the Order (all such persons referred to in (i) to (iii) above together being referred to as “Relevant Persons”). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

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