Equity Capital Markets Transactions

Market Tech Holdings

Market Tech Holdings operates as a holding company that combines real-estate assets with an e-commerce business.

Ticker: MKT LN
Country: United Kingdom
Sector: Real Estate
Listing:AIM Market of the London Stock Exchange

Total: 50,000,000 shares (c. GBP 100m)

Berenberg Role: Joint Global Coordinator and Joint Bookrunner
Syndicate: Berenberg, Jeffries, Shore Capital (Joint Global Coordinators and Joint Bookrunners)
Timing:

Drillisch AG

Drillisch is one of the large network-independent telecommunications providers in Germany. The Company provides its customers with a comprehensive portfolio of services and products from the field of mobile voice and data Services.

Ticker: DRI GY
Country: Germany
Sector: Telecommunication
Listing:Regulated Market of the Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 1.5bn
Selling Shareholders: Drillisch AG (Treasury Shares)
Offer Structure: Placement of 5,189,015 secondary shares (c. 9.8% of pre-transaction share capital)
Offer Price: EUR 27.50

Berenberg Role: Sole Global Coordinator and Sole Bookrunner
Timing:

MagForce AG

MagForce is a German medical technology company with an innovative heat based therapy used in the treatment of solid tumour cancers.

Ticker: MF6 GY
Country: Germany
Sector: Healthcare
Main Listing:Open Market of Frankfurt Stock Exchange (Entry Standard)

Use of proceeds: Acceleration of the commercialization of NanoTherm™ Therapy outside of North America

Berenberg Role: Joint Global Coordinator and Joint Bookrunner
Syndicate: Berenberg, Hauck & Aufhäuser (Joint Global Coordinators and Joint Bookrunners)

Timing:

Kuka AG

Kuka is an international enterprise focusing on robot-supported automation for industrial manufacturing processes, being one of the world’s leading suppliers of robotics, plant engineering and plant assembly services.

Ticker: KU2 GY
Country: Germany
Sector: Capital Goods
Main Listing:Regulated Market of the Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 1.7bn
Offer Structure: 1,792,884 primary shares (c. EUR 88m)
Issue Price: EUR 49.00 per share

Use of proceeds: Financing of the public tender offer to the shareholders of Swisslog Holding AG

Berenberg Role: Sole Global Coordinator and Sole Bookrunner

Timing:

Adler Real Estate AG

Adler Real Estate is a real estate company focusing on the development, acquisition and management of residential properties throughout Germany.

Ticker: ADL GY
Country: Germany
Sector: Real Estate
Listing:Regulated Market of the Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 230m
Offer Structure: 2,850,000 primary shares (c. EUR 21m)
Issue Price: EUR 7.40 per share

Use of proceeds: Financing for the acquisition of further real estate Portfolios

Berenberg Role: Joint Global Coordinator and Joint Bookrunner
Syndicate: Berenberg, Close Brothers Seydler (Joint Global Coordinators and Joint Bookrunners)

Timing:

Rocket Internet AG

Rocket Internet is focused on online business models that satisfy basic consumer needs, mainly across three sectors: E-Commerce, Marketplaces and Financial Technology.

Ticker: RKET GY
Country: Germany
Sector: Technology/ E-Commerce
Listing:Regulated Market of the Frankfurt Stock Exchange (Prime Standard)

Total: 33,028,311 shares (c. EUR 1.4bn)

Final Offer Price: EUR 42.50 per share
Market Cap at IPO: c. EUR 6.5bn
Use of proceeds: Funding for Rocket Internet’s future growth through the launch of new businesses and providing further equity capital to its network of companies

Berenberg Role: Joint Global Coordinator and Joint Bookrunner
Syndicate: Berenberg, JP Morgan, Morgan Stanley (Joint Global Coordinators and Joint Bookrunners), BoAML, Citi, UBS (Joint Bookrunners)

Timing:

Westgrund AG

Westgrund purchases, develops, rents and sells residential and commercial real estate in the Nordrhein Westfalen region of Germany.

Ticker: WEG1 GY
Country: Germany
Sector: Real Estate
Listing:Regulated Market of Frankfurt Stock Exchange (General Standard)

Market Cap pre Transaction: c. EUR 130m

Offer Type: Public Subscription Offer

Offer Structure: 40,000,000 primary shares (c. EUR 140m)

Subscription Price: EUR 3.50 per share

Subscription Ratio: 6:5 (i.e. for 6 existing shares 5 new shares)

Use of proceeds: Financing for the acquisition of the Berlinovo portfolio of c. 13,300 apartments for c. €390m

Berenberg Role:Joint Global Coordinator and Joint Bookrunner
Syndicate: Berenberg, Baader Bank (Joint Global Coordinators and Joint Bookrunners)
Timing:

Rhön-Klinikum AG

Rhön-Klinikum is a leading German private hospital Group.

Ticker: RHK GY
Country: Germany
Sector: Healthcare
Listing:Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 3.3bn
Selling Shareholders: Alecta Pensionsforsakring Omsesidigt
Offer Structure: Placement of 2,913,000 secondary shares (c. 2.1% of pre-transaction share capital)
Offer Price: EUR 22.50

Berenberg Role: Joint Bookrunner
Syndicate: Goldman Sachs (Sole Global Coordinator and Joint Bookrunner), Berenberg (Joint Bookrunner)
Timing:

The Company develops and sells software for the construction industry.

Ticker: RIB GY
Country: Germany
Sector: IT/ Software
Listing:Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 520m
Offer Structure: 3,871,541 primary shares (c. EUR 48m) and 2,000,000 secondary shares (c. EUR 25m)

Selling Shareholder: RIB Software senior management and families
Issue Price: EUR 12.50 per share

Use of proceeds: Expansion of the company’s regional footprint and increase of consultant capacity to implement upcoming projects

Berenberg Role: Sole Global Coordinator and Sole Bookrunner
Timing:

Rhön-Klinikum AG

Rhön-Klinikum is a leading German private hospital group.

Ticker: RHK GY
Country: Germany
Sector: Healthcare
Listing:Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 3.2bn
Selling Shareholders: Fresenius SE & Co KGaA
Offer Structure: Placement of 6,911,601 secondary shares (c. 5.0% of pre-transaction share capital)
Offer Price: EUR 23.20

Berenberg Role: Sole Global Coordinator and Sole Bookrunner
Timing:

Braas Monier Building Group S.A.

Manufacturer and distributor of roofing materials including concrete and clay roof tiles as well as roof components.

Ticker: 0160610D GR

Country: Germany
Sector: Building Materials
Listing:Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Final Offer Structure:

Total: 19,583,334 shares (c. EUR 470m)

Berenberg Role: Joint Bookrunner
Syndicate: JP Morgan, BNP Paribas, UBS (Joint Global Coordinators and Joint Bookrunners), Berenberg, Goldman Sachs (Joint Bookrunners)
Timing:

Naturex S.A.

Naturex produces and sells 100% natural vegetable ingredients, extracts, pigments and antioxidants. Its products are used in food processing, fragrances and cosmetics.

Ticker: NRX FP
Country: France
Sector: Consumer
Listing:Euronext Paris

Market Cap pre Transaction: c. EUR 510m

Offer Type: Public Subscription Offer

Offer Structure: 1,311,758 primary shares (c. EUR 67m)

Subscription Price: EUR 51.25 per share

Subscription Ratio: 6:1 (i.e. for 6 existing shares 1 new shares)

Use of proceeds: Financing for the acquisition of Vegtable Juices Inc. and other modest-sized acquisition opportunities that may arise in the coming months

Berenberg Role: Joint Bookrunner
Syndicate: Natixis (Global Coordinator and Joint Bookrunner), Berenberg (Joint Bookrunner)
Timing:

Applus Services S.A.

Applus is one of the world’s largest testing, inspection and certification (“TIC”) companies.

Ticker: APPS SM

Final Offer Structure:

Total: 83,448,276 shares (c. EUR 1.2bn)

Final Offer Price: EUR 14.50 per share
Market Cap at IPO: c. EUR 1.9bn
Use of proceeds: Primarily to reduce the Group’s indebtedness, pay for transaction costs associated with the offering and general corporate purposes (may include capex and acquisitions)

Berenberg Role: Co-Lead Manager

Syndicate: Morgan Stanley, UBS (Joint Global Coordinators and Joint Bookrunners), Citi, JP Morgan (Joint Bookrunners), Berenberg, Santander (Co-Lead Managers)
Timing:

BUWOG AG

BUWOG, a leading real estate company in Austria and Northern Germany, is primarily engaged in activities in asset management, property sales and property development.

Ticker: BWO AV

Country: Austria
Sector: Real Estate
Listing:Frankfurt Stock Exchange (Prime Standard), Vienna Stock Exchange (Prime Market), Warsaw Stock Exchange (Main Market)

Final Offer Structure:

Total: 106,978,125 shares

Opening Price: EUR 13.00 per share
Market Cap at IPO: c. EUR 1.3bn

Syndicate: Barclays (Lead Financial Advisor), Berenberg, Erste Group, RCB, Baader Bank (Co-Financial Advisors)
Timing:

PORR AG

PORR is the largest construction contractor in Austria, and is also involved in real estate development.

Ticker: POS AV
Country: Austria
Sector: Construction
Listing:Vienna Stock Exchange (Segment Standard Market Continuous)

Market Cap pre Transaction: c. EUR 580m

Offer Type: Public Subscription Offer

Offer Structure: 2,645,000 primary shares (c. EUR 119m)

Subscription Price: EUR 45.00 per share

Subscription Ratio: 9:2 (i.e. for 9 existing shares 2 new shares)

Use of proceeds: Strengthening of the capital base (debt repayment)

Berenberg Role: Joint Global Coordinator and Joint Bookrunner
Syndicate: Berenberg, Erste Group, Raiffeisen Centrobank (Joint Global Coordinators and Joint Bookrunners), Baader Bank (Co-Lead Manager)
Timing:

Stock Spirits Group plc

Stock Spirits Group produces alcoholic beverages. The Company offers vodka, liqueur, herbal bitter, brandy, rum, whiskey, gin and other alcoholic beverages.

Ticker: STCK LN
Country: United Kingdom
Sector: Consumer
Listing: London Stock Exchange (Main Market)

Market Cap pre Transaction: c. GBP 670m
Selling Shareholders: Oaktree Capital Management, holding pre-transaction c. 36.8% of current share capital in the Company
Offer Structure: Placement of 73,665,895 secondary shares (c. 36.8% of pre-transaction share capital)
Offer Price: GBP 2.75

Berenberg Role: Co-Lead Manager
Syndicate: JPMorgan, Nomura International (Joint Global Coordinators and Joint Bookrunners), Berenberg (Co-Lead Manager)
Timing:

Cewe Stiftung & Co. KGaA

Cewe operates a chain of photo finishing laboratories. The Company develops and processes color print film and provides processing services to the digital photography market including the production of photo books. Cewe furthermore expands its operations in the field of online printing services.

Ticker: CWC GY
Country: Germany
Sector: Consumer/ Photofinishing
Listing:Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 440m
Selling Shareholders: Cewe Stiftung & Co. KGaA, holding pre-transaction c. 9.6% of current share capital in the Company
Offer Structure: Placement of 500,000 secondary shares (c. 6.3% of pre-transaction share capital)
Offer Price: EUR 54.00

Berenberg Role: Sole Global Coordinator and Sole Bookrunner
Timing:

• Launch: 08 April 2014
• Pricing: 08 April 2014

Vossloh AG

Vossloh AG manufactures and markets railroad equipment. The Company produces rail fasteners, rail switch systems, diesel locomotives, and locomotive components. Vossloh also offers rail construction, maintenance services, electrical systems for trains, and train protection and warning equipment.The Company operates worldwide.

Ticker: VOS GY
Country: Germany
Sector: Factory Automation Equipment
Listing:Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 950m
Selling Shareholders: Vossloh AG, holding pre-transaction c. 10.0% of current share capital in the Company
Offer Structure: Placement of 1,320,603 secondary shares (c. 9.9% of pre-transaction share capital)
Offer Price: EUR 69.00

Berenberg Role: Sole Global Coordinator and Sole Bookrunner
Timing:

Hornbach Holding AG/ Hornbach Baumarkt AG

Hornbach retails building materials and garden supplies through its subsidiaries in Germany, Austria, Luxembourg, the Netherlands and the Czech Republic.

Ticker: HBH3 DE/ HBM DE
Country: Germany
Sector: Retail/ Home Furnishings
Listing: Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 970m
Selling Shareholders: Kingfisher plc, holding pre-transaction c. 17.4% of the preferred shares in Hornbach Holding AG and c. 5.2% of the current share capital in Hornbach Baumarkt AG
Offer Structure: Placement of 1,653,848 secondary shares in Hornbach Baumarkt AG (c. 5.2%, ordinary shares) and 1,389,208 secondary shares in Hornbach Holding AG (c. 17.4%, preferred shares)
Offer Price: EUR 59.00 (Hornbach Holding AG), EUR 28.40 EUR (Hornbach Baumarkt AG)

Berenberg Role: Sole Global Coordinator and Sole Bookrunner
Timing:

DKSH Holding AG

Ticker: DKSH SW
Country: Switzerland
Sector: Business Services
Listing: SIX Swiss Exchange

Market Cap pre Transaction: c. CHF 4.5bn
Selling Shareholders: Senior management of DKSH Holding, holding pre-transaction c. 3.8% of current share capital in the Company
Offer Structure: Placement of 644,000 secondary shares (c. 1.0% of pre-transaction share capital)
Offer Price: CHF 68.50

Berenberg Role: Sole Global Coordinator and Sole Bookrunner
Timing:

DMG Mori Seiki AG

DMG Mori is one of the world’s leading producers of metal-cutting machine Tools.

Ticker: GIL GR
Country: Germany
Sector: Industrials
Listing: Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 1.7bn
Selling Shareholders: DMG Mori Seiki AG, holding pre-transaction c. 2.3% of current share capital in the Company
Offer Structure: Placement of 1,805,048 secondary shares (c. 2.3% of pre-transaction share capital)
Offer Price: EUR 21.80

Berenberg Role: Sole Global Coordinator and Sole Bookrunner
Timing:

Encavis AG (formerly Capital Stage AG)

Encavis (formerly Capital Stage AG) is the largest German independent power producer and asset manager, acquiring and operating renewable energy plants.

Ticker: CAP GY
Country: Germany
Sector: Renewables
Main Listing:Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 250m
Offer Structure: 4,698,158 primary shares (c. EUR 17m)
Issue Price: EUR 3.65 per share

Use of proceeds: Financing of theacquisition of a 40 MW solar park portfolio in France

Berenberg Role: Sole Global Coordinator and Sole Bookrunner
Syndicate: Berenberg (Sole Global Coordinator and Sole Bookrunner), WGZ Bank (Co-Lead Manager)

Timing:

Prime Office AG

Prime Office engages in investing, acquiring, managing, administering, and leasing office properties for high-credit clients. Prime Office serves customers in Germany.

Ticker: PMO GR
Country: Germany
Sector: Real Estate
Listing:Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 270m

Offer Type: Public Subscription Offer

Offer Structure: 46,588,288 primary shares (c. EUR 130m)

Subscription Price: EUR 2.80 per share

Subscription Ratio: 23:8 (i.e. for 23 existing shares 8 new shares)

Use of proceeds: Improvement of the Company's equity base, strengthen its financial position and reduce indebtedness

Berenberg Role: Joint Global Coordinator and Joint Bookrunner
Syndicate: Berenberg, UBS, Kempen (Joint Global Coordinators and Joint Bookrunners)

Timing: