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Mutares SE & Co. KGaA resolves capital increase with subscription rights against cash contribution of up to 5,140,439 new shares to accelerate growth and achieve ambitious targets as well as uplisting to the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange
Munich, 28 September 2021 – Mutares SE & Co. KGaA (ISIN DE000A2NB650) (“Company“) is facing a significant increase in opportunities that will enable a substantial acceleration of growth. In order to ensure financial flexibility for the implementation of the Company’s growth strategy, the management board of the Company’s general partner, Mutares Management SE (“Management Board“), has resolved today, with the approval of the Company’s supervisory board (“Supervisory Board“), to increase the Company’s share capital against from currently EUR 15,496,292.00 by up to EUR 5,140,439.00 to up to EUR 20,636,731.00 by issuing up to 5,140,439 new ordinary registered shares with no par value of the Company (“New Shares“) (“Capital Increase“). The Capital Increase with subscription rights of the Companyˈs limited liability shareholders is carried out against cash contribution partially utilizing the existing Authorized Capital 2019/I. With the uplisting of the Companyˈs existing shares (“Existing Shares“) and the New Shares to the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange planned in this context (“Uplisting“), the Company also intends to expand its shareholder base to include new investor groups.
The New Shares, each with a notional value of EUR 1.00 in the Companyˈs share capital and with full dividend rights from 1 January 2021, will be offered to the Company’s limited liability shareholders on the basis of the published securities prospectus as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) (“Prospectus“) by way of indirect subscription rights during the subscription period which is expected to commence on 30 September 2021 (including) and end on 13 October 2021 (including) (“Subscription Period“) at a subscription price of EUR 19.50 per New Share (“Subscription Price“) in accordance with the terms and conditions of the subscription offer. The subscription offer is expected to be published in the German Federal Gazette (Bundesanzeiger) on or around 29 September 2021. The subscription ratio has been set to 3:1, i.e. three (3) Existing Shares entitle to subscribe for one (1) New Share at the Subscription Price. As from 30 September 2021, the Existing Shares will be quoted “ex-rights” on the Regulated Unofficial Market (Freiverkehr) of the Frankfurt Stock Exchange. The trading in the Subscription Rights (ISIN DE000A3E5EU6 / WKN A3E5EU) for the New Shares will commence on 4 October 2021 (including) and end on 11 October 2021, 12:00 hrs (CEST), on the Frankfurt Stock Exchange (Xetra and Xetra Frankfurt Specialist).
There will be no compensation for any subscription rights not exercised. New Shares for which no subscription rights have been exercised during the Subscription Period shall be offered to selected qualified investors in an international private placement or sold in the market following the end of the Subscription Period, in each case at a price at least equal to the Subscription Price.
The Capital Increase will generate gross proceeds of up to EUR 100 million for the Company. With the net proceeds from the Capital Increase, the Company intends to take advantage of current opportunities to accelerate growth through platform acquisitions of new portfolio companies, add-on acquisitions to strengthen existing portfolio companies as part of the buy-and-build strategy, and investments in existing portfolio companies.
As a result of the Uplisting, the Existing Shares and the New Shares will be admitted to trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange, i.e. to the stock exchange segment with the highest transparency and post-admission obligations in Europe. The Management Board expects that the Uplisting to the Prime Standard will significantly increase investability for new groups of institutional investors. In the event of a full placement of the New Shares and a stock market price of EUR 26.75 (closing price (XETRA) of the Company’s shares on 28 September 2021), the Company’s market capitalization would also increase to over EUR 550 million.
“We are currently looking at a variety of opportunities that could accelerate our further growth. More portfolio companies mean that we can employ more of our own consultants in our operations team. As the portfolio grows, so do our revenues, which, together with the dividends from the portfolio and exit proceeds, will increase the Company’s distributable profit and significantly enhance shareholder value. We intend to use our financial flexibility to pursue as many acquisition opportunities as possible that meet our investment criteria. Certain members of the Management Board and Supervisory Board as well as a major shareholder of the Company expressed their support for the Capital Increase, indicating that they intend to subscribe New Shares in the aggregated amount of approximately 20% of the New Shares offered. This shows that we are convinced of our growth path and that we are only at the beginning of a great journey,” says Johannes Laumann, CIO of Mutares Management SE.
Company profile of Mutares SE & Co. KGaA
Mutares SE & Co. KGaA, Munich (www.mutares.de), as a listed private equity holding company with offices in Munich (HQ), Frankfurt, London, Madrid, Milan, Paris, Stockholm and Vienna, acquires medium-sized companies and parts of larger groups with headquarters in Europe that show significant potential for operational improvement and are sold again after undergoing a repositioning and stabilization process. Mutares actively supports and develops its portfolio companies with its own investment and operations teams as well as through acquisitions of strategic add-ons. With a focus on sustainable growth of the portfolio companies, the objective is to achieve a significant increase in value with a ROIC (return on invested capital) of 7 to 10 times on the total investment. In the financial year 2020, Mutares generated consolidated annual revenues of around EUR 1.6 billion with more than 12,000 employees worldwide in the Group. For the financial year 2021, consolidated revenues of at least EUR 2.4 billion are already expected. Based on this, consolidated revenues are to be expanded to at least EUR 5 billion by 2023. Mutares is strongly committed to a sustainable dividend policy consisting of a base dividend and a performance dividend. The shares of Mutares SE & Co. KGaA are listed on the Frankfurt Stock Exchange under the ticker symbol “MUX” (ISIN DE000A2NB650).
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This publication may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. It does not contain or constitute an offer or solicitation of an offer to purchase or subscribe for any securities in the United States, Australia, Canada or Japan or in any jurisdiction to which or in which such offer or solicitation would be unlawful.
This publication constitutes neither an offer to sell nor a solicitation to buy shares of the Company. A public offering of the New Shares in Germany will be made solely on the basis of the Prospectus. An investment decision on shares of the Company should only be made on the Prospectus. The Prospectus is available free of charge on the Company’s website (www.mutares.com) in the “Investor Relations” section.
In the member states of the European Economic Area other than Germany, this publication is only addressed to persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (“Prospectus Regulation“).
This publication may only be distributed in the United Kingdom and is only directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as that Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (“Order“), or (ii) are high net worth companies falling within Article 49(2)(a) to (d) of the Order or other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). The New Shares will only be available to relevant persons and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire the New Shares will only be made with relevant persons. Any person who is not a relevant person must not act or rely on these materials or their contents.
This publication does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act“). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of these securities in the United States.
The Underwriters are acting exclusively for the Company and for no one else in connection with the offering of the New Shares (“Offering“) and the Uplisting. In connection with the Offering and the Uplisting, the Underwriters will not regard anyone else as their client and will not be responsible to anyone other than the Company for providing them with the protections they provide to their clients or for providing advice in connection with the Offering, the contents of this announcement or any other transaction, arrangement or other matter referred to in this announcement.
Certain statements contained in this release may constitute “forward-looking statements”. These forward-looking statements are based on the current views, expectations, assumptions and information of the Company’s management. Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Due to various factors, actual future results, developments and events may differ materially from those described in these statements; neither the Company nor any other person assumes any responsibility whatsoever for the accuracy of the opinions contained in this release or the underlying assumptions. The Company assumes no obligation to update any forward-looking statements contained in this release. Furthermore, it should be noted that all forward-looking statements speak only as of the date of this publication and that neither the Company nor the Underwriters undertake any obligation, except as required by law, to update any forward-looking statements or to conform such statements to actual events or developments.
THIS DOCUMENT IS NOT A PROSPECTUS, BUT A PROMOTIONAL DOCUMENT; INVESTORS SHOULD UNDERWRITE OR PURCHASE THE SHARES REFERRED TO IN THIS PROMOTIONAL DOCUMENT SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.