VEM AKTIENBANK addressing your capital market requirements

Transcription

1 VEM AKTIENBANK addressing your capital market requirements A COMPUTERSHARE COMPANY

2 Who we are. Computershare Group Computershare is a global leader in transfer agency and share registration, employee equity plans, proxy solicitation and other specialised financial, governance and communication services. Founded: 1978 in Melbourne (ASX: CPU) experienced employees in 20 countries on 5 continents Computershare Germany: Locations : Munich, Ursensollen, Frankfurt, Düsseldorf, Hamburg, Nuremberg 300 experts manage around 400 customers in German-speaking countries corporations as customers with over 100 million shareholder accounts Market Cap: > EUR 3,5 bn. 2

3 Computershare in Germany: 360 customer support one-stop shop Market leader in providing annual general meetings services (28 of 30 DAX- Index members retain Computershare as their meetings organizer) VEM Aktienbank is one of the leading investment banks for equity offerings and IPOs in Germany(*) Computershare ranks amongst the top 3 registrars in Germany Registration office and paying agency services (offered by VEM Aktienbank in conjunction with Computershare) Computershare services more than 1,000 market listed companies (with more than 350 companies as banking clients) Annual revenues of 45 mil. EUR and equity capital of 75 mil. EUR 3 (*) based on the number of transactions

4 VEM Aktienbank at a glance the one stop shop specialist Investment banking business securities trading Corporate Finance consulting fundraising Initial public offering Corporate Actions Admissions to trading / listings Dematerialisation of shares Tender offers Share splits, downgradings Research research studies Fairness Opinions Designated Sponsoring Proprietary trading share buyback programs Paying Agency Services Employee share plans account- and deposit management VEM is spezialised in providing comprehensive services for listed companies More than 250 companies have used our services in the past ten years for at least one transaction (high market penetration) Proven track record of providing innovative financing concepts for listed SME Designated Sponsor for approx. 50 securities 4

5 VEM Aktienbank at a glance management team Andreas Grosjean, Member of the Board Head of ECM Corporate Actions, lawyer Capital market law expert (prospectus law commentator) long term investment banking experience, China desk Markus Becker, Member of the Board Head of ECM Corporate Finance, Dipl. Volkswirt long term investment banking experience 5

6 VEM Aktienbank is one of the most active banks providing equity financing VEM is one of the leading investment banks in Germany (more than 400 capital increases transacted) No. 1 Bank for issue rights offers (see: chart on the right) More than 140 admissions to listings since 2005 (No. 1 in 2004/2005/2006 since then no statistics prepared by FSE) Transaction experience and expertise based on more than 100 initial listings and IPOs German investment banks ranked by issue rights offers (amount of mandates ) 0 6

7 Our services are characterized by innovation, pioneering spirit and competence More than 70 years of combined investment banking experience Pioneer work of VEM (excerpts): Developement of a new standard for Internet-IPOs and later on the first electronical Online- Fund-Shop Pioneered the market with new concepts, e.g. IPO light and IPO via Xetra as new techniques to list and finance SMEs Structured convertibles with a negative dilution protection as an arbitrage instrument to successfully finance distressed companies Issuing free-of-charge warrants Conducted sucessfully the first direct Tech-IPO after the crisis of the New Economy first direct listing of a Chinese company (Gongyou Machines Ltd.) at the Frankfurt Stock Exchange High Innovation power awarded by the financial press the Internet-IPO-Pioneer (Handelsblatt, ) Monopolist (Handelsblatt, ) the creative banker: [ ] (Börsen-Zeitung, ) The SME banker (Börsen-Zeitung, ) 7

8 GLOBAL REFERENCES IPOs, Listings, Plans, HV, Registry 8

9 REFERENCES IPOs Capital increases 9

10 REFERENCES Paying Agency Services Employee share plans Corporate actions 10

11 Designated Sponsoring mandates 11

12 Corporate Bonds July 2011 April 2012 June 2012 June 2012 Family Office Diverse Corporate Bonds Listing at MSE / FSE Fully Secured Bond EUR 13 Mio. Entry Standard Retail Sales Manager Paying Agent Fully Secured Bond EUR 11,6 Mio. Lead Manager DBLP & Paying agent Entry Standard Corporate Bond EUR 25,6 Mio. Selling Agent DBLP & Paying agent Entry Standard Corporate Bond EUR 100 Mio. Selling Agent Vienna Stock Exchange September 2012 March 2013 May 2013 May 2013 Corporate Bond EUR 16 Mio. Sole Global Coordinator & Bookrunner Entry Standard Corporate Bond EUR 15 Mio. Sole Global Coordinator & Bookrunner Entry Standard Corporate Bond EUR 12 Mio Lead Manager Dual Listing Entry Standard / m:access Corporate Bond EUR 15 Mio Selling Agent & Paying Agent Entry Standard 12

13 Designated Sponsoring No use of Quotemachines: sensible market making Our Designated Sponsoring constantly awarded the best rating (AA) by FSE Monitoring of market activity and personal information to clients in the case of high volatile trading sessions similar to a market scout Provision of measures to encourage share price stability digital press review service Provision of historical quotes, charts and average quotes (VWAP) monthly report on share price development Providing information OTC and Block Trades Organizing road shows & VEM Munich roundtable We adjust our services to meet your requirements Your fundraising requirements govern our trading activities Personal and highly motivated service provision as a foundation for establishing a long-term business relationship 13

14 Research Our research department is focused on the fundamental analysis of listed SME companies What sets us apart: Long term experience as Sell and Buy side analysts Detailed industry knowledge combined with high-level financial analytic expertise Close collaboration between management, experts, financial community and our research department Multilingual research provision High degree of market outreach by dissemination via VEM network of capital market multiplicators 14

15 Research extensive annual research report updated with shortform interim updates Broad level of publication using multiple relevant channels (Reuters, Factset, etc.) including own investor network Road shows, incl. organisation, scheduling, support in drafting presentations, etc. Provision of Fairness Opinions Selected clients : SEVEN PRINCIPLES AG, PNE Wind AG, China Specialty Glass AG, Softship AG, GCPC, Orad Hi-Tec Systems Ltd 15

16 Designated Sponsoring and Research CASE STUDY: S&T AG (former:quanmax AG) After beginning of Designated Sponsoring in Oct the trading volume hiked noticeably Organisiation of Block Trades in rising share prices Capital increase as rights issue with a volume of EUR 8 mil. in March 2010 positive press reporting Aug 2010 VEM starts research coverage 16

17 Downgrading VEM gives advice and support for Downgradings A Downgrading into the exchange-regulated segments can be attractive for many listed companies due to the growing regulation requirements in the regulated market cost savings post-downgrading can amount to 50 k k EUR due to change in applicable accounting principles, consolidation requirements, no more ad hoc publicity and other statutory transparency requirements Publication of numerous professional articles (cf. 17

18 Downgrading and Designated Sponsoring Case Study: SHS VIVEON AG a successful restructring was followed by a listing at the MSE M:access in Dec Cost savings approx. keur 250 successful capital increase in May 2010 (Vol. EUR 1 Mio.) restarting DS went in line with increasing trading volume 18

19 REFERENCE: EquityStory AG Financing the acquisition of DGAP as Lead Investor in November 2005 Lead manager of IPO in June 2006 (Entry Standard) VEM Aktienbank is still a strategic investor in the company and the second largest shareholder with 10.3 % (Market Cap approx. EUR 28.0m) Designated Sponsor and Deutsche Börse Listing Partner since IPO Paying agency service since

20 REFERENCE: PNE Wind AG VEM financed PNE Wind AG (former: Plambeck Neue Energien) with more than EUR 50m since 2004 transactions performed included rights offerings, PIPEs, placement of convertible bonds VEM Aktienbank was able to finance the company, especially during difficult times Note: Arrows show the date of financing 20

21 REFERENCE: Wirecard AG VEM was Lead-Manager of the capital increase in Sept with a volume of EUR 22m Financing the acquisition of XCOM Bank AG During the following 2 years the market capitalisation rose from EUR 200m to > EUR 750m (TecDAX index member) 21

22 REFERENCE: Vivacon AG Lead-Manager of IPO in Dec with a placement of EUR 8 Mio. Pioneered the market with one of most exciting equity stories in real estate Market capitalisation increased from EUR 60m to EUR 600m capital increases were executed while rising share prices with an increasing volume: Dec. 2003, June 2004, March & Oct

23 REFERENCE: 3S Industries AG Sept IPO of the 3S Industries AG (former: Swiss Solar Systems AG) at the BX Bern exchange and at the Open Market of the FWB August 2005: capital increase with a volume of CHF 5,5m Great performance Dec. 2009: merger with Meyer Burger Technology AG 23

24 REFERENCE: Successful IPOs of Microcaps founded by the owner IPO of F24 AG at the MSE (M:access) with a capital increase of EUR 1,7m Planned results were fulfilled by an excellent business development combined with a focussed business model Dividend paying since 2011 VEM: Lead Manager, paying agency service IPO of Going Public Media AG with approved prospectus at the Open Market and M:access GMP is a spezialised publishing house with a high profit margin Dividend payment since 2009 VEM: Lead Manager, paying agency service 24

25 REFERENCE: INTERSHOP - The rescue mission convertible bond whilst share price below par problem: INTERSHOP Communications AG was suffering under distressed liquidy; low share price made a financing via equity capital markets impossible Solution & strategy: issue of a convertible bond with a negative dilution protection to address arbitrageurs with high risk affinity; bond term:4 years, issue price: 100%, interest: 10 % p.a. Conversion was set to 1:1 per 1,00 EUR formula for success: convertibles were attractive, due to the fact that the conversion was in the money After the announcement of an intended reverse split and rights offer for the bond, institutional investors subscribe bonds in the amount of 12m EUR The convertible was listed at the open market with a high trading volume in 2008 the remaining sum was paid back 25

26 REFERENCE: DEAG restructuring by way of a combined rights issue Inital position: DEAG had to face with distressed liquidity due to the upcoming cancellation of its financial credit lines Resctructuring strategy was based on a debt-equity swap with a simultaneous capital increase measures: Restructuring by using conditional and authorised capital with rights issue For the purchase of convertibles the ownership of issue rights was necessary; this leads to stabilising effects on the share price. concept: For the successful restructuring the whole volume of the capital increase had to be placed. To protect investors capital an exit-option for the reversal of the transaction was allowed. This could be seen as equal to a Call-option without premium The demand was much higher than expected and resulted in a rising trading volume and noticeable participation of institutional investors The bottom line is: EUR 15m of fund inflow and complete debt relief 26

27 VEM successful own IPO strategy and execution Listing was executed with prospectus in the regulated market without capital increase to obtain access to capital markets (Motivation: reputational gain, exit strategy for then-current investors, future financing) Listing of 2,5m shares with low first price of 1.33 EUR (adjusted 0.40 EUR) After four days: IPO via Xetra with capital increase of shares at 4.00 EUR (solid valution with Market Cap 10m EUR and EPS 4) Following capital increases while enterprise value was rising: 1. Q. 2005: 2nd subscription rights with a total volume of 4,1 Mio. EUR 3. Q. 2005: Further capital increases without subscription right : volume 6 Mio. EUR Building confidence with investors by a positive business developement and active Investor Relations policy (Roadshows, capital market conferences, ) Rising share price and volume 27

28 result: Blue Chip in the small cap sector and successful acquisition The Mcap rose from 5m EUR up to nearly 110m EUR The number of shareholders amounts to 7,000 Acquisition by computershare: computershare bought in Q more than 90% of the shares (> 60 Mio. EUR Market Cap) Acquisition according to German Tender Offer Act, followed by Delisting & Squeeze Out Conclusion: We know all stages of the capital markets based on our own experience - WE WOULD BE GLAD TO ADVISE YOU! 28

29 Thank you very much for your interest in our services Board: Dipl.-Volksw. Markus Becker, Ass. iur. Andreas Grosjean, Ass. iur. Alexander Lauterbach, Dipl.-Kfm. Erich Pfaffenberger Address: Prannerstr. 8, Munich, Germany Contact: Tel: +49 (0) , Fax: +49 (0) , Internet: Trading member: Frankfurt Stock Exchange, Xetra, Munich Stock Exchange Bundesbank-Account: Deutsche Bundesbank, Munich (sorting code ), account # Regulatory Authority: Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) Member: Bundesverband der Wertpapierhandelsunternehmen, Bundesverband deutscher Banken 29