Equity Capital Markets Transactions

SGL Carbon SE

SGL Carbon is a carbon specialist with expertise across the entire value chain of carbon fibre and graphite

Issuer: SGL Carbon SE
Ticker: SGL GY
Country: Germany
Sector: Chemicals

Listing: Regulated Market of Frankfurt Stock Exchange (Prime Standard)
Market Cap pre Transaction: c. EUR 936m
Offer Structure: 9,865,423 primary shares (c. EUR 180m)
Subscription Price: EUR 6.00 per share (c. 34.2% discount to TERP)
Subscription ratio: 40:13 (i.e. 13 new shares for 40 existing shares)
Take-up ratio: 99.40%
Use of Proceeds: Strengthening the Company’s the capital structure and improving the leverage ratio

Berenberg Role: Joint Bookrunner
Syndicate: Credit Suisse and Commerzbank (Joint Global Coordinators & Joint Bookrunners), Berenberg and Société Générale (Joint Bookrunners), LBBW (Co-Lead Manager)
Timing:

• Publication of Prospectus: 29 November 2016
• Ex-rights Day / Start of Subscription Period and Rights Trading: 30 November 2016
• End of Rights Trading: 9 December 2016
• End of Subscription Period: 13 December 2016
• Results announcement: 14 December 2016

First Day of Trading of New Shares: 14 December 2016

DFS Furniture plc

DFS Furniture is the leading retailer of upholstered furniture in the UK with c. 105 stores, a further three stores in Ireland, two in the Netherlands and one in Spain

Company: DFS Furniture plc
Ticker: DFS LN
Country: United Kingdom
Sector: Retail (Furniture)
Listing: London Stock Exchange (Main Market)

Market Cap pre Transaction: c. GBP 559m
Selling Shareholder: Advent International, holding pre-transaction c. 24.3% of the pre-transaction share capital
Offer Structure: Sell-down of 25,700,000 secondary shares (c. 12.1% of pre-transaction share capital, c. GBP 62m)
Offer Price: GBp 240.00 per share

Berenberg Role: Lead Manager
Syndicate: Jefferies and UBS (Joint Bookrunners), Berenberg (Lead-Manager)
Timing:

• Launch: 3 November 2016
• Pricing: 4 November 2016

Shop Apotheke Europe N.V.

Shop Apotheke is an online licensed pharmacy focusing on the B2C sale of non-prescription drugs in continental Europe

Issuer: Shop Apotheke Europe N.V.
Ticker: SAE GY
Country: Germany
Sector: E-Commerce
Listing: Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Final Offer Structure:

• Total: 4,103,447 shares (c. EUR 115m)
• Primary: 3,571,428 shares (c. EUR 100m)
• Greenshoe (secondary): 532,019 shares (c. EUR 15m)

Initial Price Range: EUR 28.00 – EUR 35.00 per share
Final IPO Price: EUR 28.00 per share
Market Cap at IPO: c. EUR 249m
Use of Proceeds: Financing the Company’s growth, supporting further penetration of its current markets in continental Europe and investing in further expansion and automation of its logistics and infrastructure as well as refinancing shareholder loans

Berenberg Role: Joint Global Coordinator & Joint Bookrunner
Syndicate: Berenberg and Citi (Joint Global Coordinators & Joint Bookrunners), Commerzbank (Joint Bookrunner)
Timing:

• ITF: 15 September 2016
• Investor Education: 15 September – 28 September 2016
• Bookbuilding: 29 September – 11 October 2016
• First Day of Trading: 13 October 2016

innogy SE

innogy is a European energy company that operates in the renewables, grid and infrastructure and retail segments

Issuer: innogy SE
Ticker: IGY GY
Country: Germany
Sector: Utilities
Listing: Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Final Offer Structure:

• Total: 128,930,315 shares (c. EUR 4.64bn)
• Primary: 55,555,000 shares (c. EUR 2bn)
• Secondary: 70,707,000 shares (c. EUR 2.55bn)
• Greenshoe (secondary): 2,668,315 shares (c. EUR 96m)

Selling Shareholder: RWE AG (via RWE Downstream Beteiligungs GmbH)
Initial Price Range: EUR 32.00 – EUR 36.00 per share
Final IPO Price: EUR 36.00 per share
Market Cap at IPO: c. EUR 20bn
Use of Proceeds: Financing the Company’s growth investments in its core business

Berenberg Role: Co-Lead Manager
Syndicate: Deutsche Bank and Goldman Sachs (Joint Global Coordinators & Joint Bookrunners), BNP Paribas, Bank of America Merrill Lynch, Credit Suisse and UBS (Joint Bookrunners), Berenberg, RBC and Santander (Co-Lead Managers)
Timing:

• ITF: 12 September 2016
• Investor Education: 12 September – 23 September 2016
• Bookbuilding: 26 September – 6 October 2016
• First Day of Trading: 7 October 2016

va-Q-tec AG

va-Q-tec provides advanced thermal insulation solutions and offers a comprehensive rental network of containers and boxes for pharma and healthcare coldchain transportation

Issuer: va-Q-tec AG
Ticker: VQT GY
Country: Germany
Sector: Technology with high exposure to healthcare services
Listing: Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Final Offer Structure:

• Total: 6,738,656 shares (c. EUR 83m)
• Primary: 3,750,000 shares (c. EUR 46m)
• Secondary: 2,109,702 shares (c. EUR 26m)
• Greenshoe (secondary): 878,954 shares (c. EUR 11m)

Selling Shareholder: Various
Initial Price Range: EUR 11.20 – EUR 13.40 per share
Final IPO Price: EUR 12.30 per share
Market Cap at IPO: c. EUR 161m
Use of Proceeds: Growing its serviced rental business by expanding its fleet of boxes and containers as well as investing in production and fulfilment capacities and locations, both in Germany and abroad. Remaining proceeds are intended to be used for dedicated product development

Berenberg Role: Sole Global Coordinator & Joint Bookrunner
Syndicate: Berenberg (Sole Global Coordinator & Joint Bookrunner), Mainfirst Bank (Joint Bookrunner), Equinet Bank (Co-Lead Manager)
Timing:

• ITF: 7 September 2016
• Investor Education: 7 September – 20 September 2016
• Bookbuilding: 21 September – 29 September 2016
• First Day of Trading: 30 September 2016

Plus 500 Ltd

Plus500 is a retail financial trading platform that allows end-customers to trade contracts for difference (CFDs) on a wide range of underlying financial securities, such as stocks, options, indices, FX and commodities

Company: Plus 500 Ltd
Ticker: PLUS LN
Country: United Kingdom
Sector: Financial Services
Listing: London Stock Exchange (AIM)

Market Cap pre Transaction: c. GBP 857m
Selling Shareholder: Founders, holding pre-transaction c. 35.7% of the pre-transaction share capital
Offer Structure: Placement of 15,500,000 secondary shares (c. 13.5% of pre-transaction share capital, c. GBP 101m)
Offer Price: GBp 650.00 per share

Berenberg Role: Joint Global Coordinator & Joint Bookrunner
Syndicate: Berenberg and Liberum (Joint Global Coordinators & Joint Bookrunners)
Timing:

• Launch: 28 September 2016
• Pricing: 6 October 2016

MPC Capital AG

MPC is an independent asset and investment manager focusing on alternative investment opportunities for institutional investors

Issuer: MPC Capital AG
Ticker: MPCK GY
Country: Germany
Sector: Diversified Financials
Listing: Non-regulated market of the Frankfurt Stock Exchange (Scale Segment)

Market Cap pre Transaction: c. EUR 170m

(1) Pre-Placement

Offer Structure: Pre-placement of 3,560,229 primary shares (c. 14.6% of pre-transaction share capital, c. EUR 21.4m)
Offer Price: EUR 6.00 per share

(2) Rights Issue

Offer Structure: 2,525,354 primary shares (c. EUR 15.2m) after pre-placement
Subscription Price: EUR 6.00 per share (c. 11.4% discount to TERP)
Subscription ratio: 4:1 (i.e. 1 new shares for 4 existing shares)
Take-up ratio: c. 90%
Use of Proceeds: Financing of the Company’s further growth through equity investments in new real investment products by way of co-investments

Berenberg Role: Sole Global Coordinator & Joint Bookrunner
Syndicate: Berenberg (Sole Global Coordinator & Joint Bookrunner), M.M. Warburg & Co (Joint Bookrunner)
Timing:

• Publication of Prospectus and Launch of ABB: 12 September 2016
• Determination of Offer/Subscription Price: 13 September 2016
• Ex-rights Day / Start of Subscription Period: 14 September 2016
• First Day of Trading of New Shares (Pre-placement): 15 September 2016
• End of Subscription Period: 27 September 2016
• Results announcement: 28 September 2016
• First Day of Trading of New Shares (Rights Offering): 30 September 2016

Hamborner REIT AG

Hamborner is a German REIT and manages a commercial portfolio with a focus split between retail and office properties

Issuer: Hamborner REIT AG
Ticker: HAB GY
Country: Germany
Sector: Real Estate
Listing: Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 636m
Offer Structure: 17,715,032 primary shares (c. EUR 167m)
Subscription Price: EUR 9.40 per share (c. 6.6% discount to TERP)
Subscription ratio: 7:2 (i.e. 2 new shares for 7 existing shares)
Take-up ratio: 90.31%
Use of Proceeds: Financing of acquisitions of additional properties in accordance with Hamborner’s corporate strategy, i.e. c. EUR 138m of already signed properties in Mannheim, Kiel and Hanau as well as the current acquisition pipeline

Berenberg Role: Sole Global Coordinator & Joint Bookrunner
Syndicate: Berenberg (Sole Global Coordinator & Joint Bookrunner), Bankhaus Lampe and Kempen & Co (Joint Bookrunners)
Timing:

• Publication of Prospectus: 12 September 2016
• Ex-rights day / Start of Subscription Period and Rights Trading: 13 September 2016
• End of Rights Trading: 22 September 2016
• End of Subscription Period and Start of Rump Placement: 26 September 2016
• Final Results Announcement and Allocation of Rump Placement: 27 September 2016
• First Day of Trading of New Shares: 29 September 2016

alstria office REIT-AG

alstria focuses on office properties in Germany and has a portfolio size of over €3bn

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

Market Cap pre Transaction: c. EUR 1.94bn
Selling Shareholder: Oaktree Capital, holding pre-transaction c. 4.96% of the pre-transaction share capital
Offer Structure: Sell-down of 5,940,642 secondary shares (c. 3.88% of pre-transaction share capital, c. EUR 74m)
Offer Price: EUR 12.50 per share

Berenberg Role: Sole Global Coordinator & Sole Bookrunner
Syndicate: Berenberg (Sole Global Coordinator & Sole Bookrunner)
Timing:

• Launch: 8 September 2016
• Pricing: 9 September 2016

Eurofins Scientific SE

Eurofins is with more than 30,000 employees in 375 laboratories the world leader in food and pharmaceutical products testing and environmental laboratory services

Issuer: Eurofins Scientific SE
Ticker: ERF FP
Country: Luxembourg
Sector: Business Services / Testing, Inspection & Certification (TIC)
Listing: Regulated Market of Euronext Paris

Market Cap pre Transaction: c. EUR 6.1bn
Offer Structure: 800,000 primary shares (c. EUR 296m)
Issue Price: EUR 370.00 per share
Use of Proceeds: Financing of identified potential acquisition targets

Berenberg Role: Joint Global Coordinator & Joint Bookrunner
Syndicate: Berenberg and Jefferies (Joint Global Coordinators & Joint Bookrunners)
Timing:

• Launch: 7 September 2016
• Pricing: 8 September 2016
• First Day of Trading: 12 September 2016

On The Beach plc

OTB is an online travel agent specialising in dynamically packaged beach holidays

Company: On The Beach plc
Ticker: OTB LN
Country: United Kingdom
Sector: Leisure
Listing: London Stock Exchange (Main Market)

Market Cap pre Transaction: c. GBP 301m
Selling Shareholder: OTB Holdings Limited Partnership (Inflexion), holding pre-transaction c. 37.13% of the pre-transaction share capital
Offer Structure: Sell-down of 10,000,000 secondary shares (c. 7.7% of pre-transaction share capital, c. GBP 22m)
Offer Price: GBp 215.00 per share

Berenberg Role: Joint Bookrunner
Syndicate: Numis (Sole Global Coordinator & Joint Bookrunner), Berenberg (Joint Bookrunner)
Timing:

• Launch: 4 August 2016
• Pricing: 5 August 2016

Vossloh AG

Vossloh manufactures rail fasteners, rail switches, concrete ties and diesel-electric locomotives

Issuer: Vossloh AG
Ticker: VOS GY
Country: Germany
Sector: Capital Goods
Listing: Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 803m
Offer Structure: 2,642,147 primary shares (c. EUR 126.8m)
Subscription Price: EUR 48.00 per share (c. 17.5% discount to TERP)
Subscription ratio: 5:1 (i.e. 1 new share for 5 existing shares)
Take-up ratio: 98.20%
Use of Proceeds: Enhancing the Company’s financial stability and flexibility to promote its intended profitable growth

Berenberg Role: Sole Global Coordinator & Sole Bookrunner
Syndicate: Berenberg (Sole Global Coordinator & Sole Bookrunner)
Timing:

• Publication of Prospectus: 30 May 2016
• Ex-rights Day / Start of Subscription Period and Rights Trading: 31 May 2016
• End of Rights Trading: 10 June 2016
• End of Subscription Period: 14 June 2016
• Results announcement: 15 June 2016
• First Day of Trading of New Shares: 17 June 2016

ASR Nederland N.V.

ASR is a Netherlands-based company offering life and non-life insurance.

Issuer: ASR Nederland N.V.
Ticker: ASRNL NA
Country: Netherlands
Sector: Insurance
Listing: Regulated Market of Euronext Amsterdam

Final Offer Structure:

• Total: 60,000,000 shares (c. EUR 1.1bn)
• Secondary: 52,200,000 shares (c. EUR 1.02bn)
• Greenshoe (secondary): 7,800,000 shares (c. EUR 152m)

Selling Shareholder: NL Financial Investments (“NLFI”) on behalf of the Dutch state
Initial Price Range: EUR 18.00 – EUR 22.00 per share
Final IPO Price: EUR 19.50 per share
Market Cap at IPO: c. EUR 2.9bn

Berenberg Role: Co-Lead Manager
Syndicate: ABN Amro, Citigroup and Deutsche Bank (Joint Global Coordinators & Joint Bookrunners), Barclays, HSBC, ING and Rabobank (Joint Bookrunners), Berenberg (Co-Lead Manager)
Timing:

• ITF: 13 May 2016
• Investor Education: 13 May – 27 May 2016
• Bookbuilding: 30 May – 9 June 2016
• First Day of Trading: 7 October 2016

VAT Group AG

VAT is a Switzerland-based engineering company that makes vacuum valves used in vacuum applications for the semiconductor industry and flat panel production machines

Issuer: VAT Group AG
Ticker: VACN SW
Country: Switzerland
Sector: Capital Goods / Vacuum Valve Engineering
Listing: SIX Swiss Exchange

Final Offer Structure:

• Total: 13,800,000 shares (c. CHF 621m)
• Secondary: 12,000,000 shares (c. CHF 540m)
• Greenshoe (secondary): 1,800,000 shares (c. CHF 81m)

Selling Shareholder: Funds managed and/or advised by Capvis Equity Partners and Partners Group, Members of the Board and Management and three other shareholders
Initial Price Range: CHF 39.00 – CHF 46.00 per share
Final IPO Price: CHF 45.00 per share
Market Cap at IPO: c. CHF 1.35bn

Berenberg Role: Co-Lead Manager
Syndicate: Credit Suisse and UBS (Joint Global Coordinators & Joint Bookrunners), J.P. Morgan (Joint Bookrunner), Berenberg and Bank Vontobel (Co-Lead Managers)
Timing:

• ITF: 8 March 2016
• Investor Education: 8 March – 30 March 2016
• Bookbuilding: 31 March – 13 April 2016
• First Day of Trading: 14 April 2016

Aroundtown SA

Aroundtown focuses on German real estate, with a commercial portfolio worth about €8.0bn and stakes in listed companies Prime City (hotels) and Grand City (residential)

Issuer: Aroundtown SA
Ticker: AT1 GY
Country: Germany
Sector: Real Estate
Listing: Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Market Cap pre Transaction: c. EUR 2.7bn
Offer Structure: 65,000,000 primary shares (c. EUR 267m)
Issue Price: EUR 4.10 per share
Use of Proceeds: Funding of further planned investments

Berenberg Role: Joint Bookrunner
Syndicate: Citigroup (Joint Global Coordinator & Joint Bookrunner), Berenberg and UBS (Joint Bookrunners)
Timing:

• Launch: 12 April 2016
• Pricing: 13 April 2016
• First Day of Trading: 15 April 2016

Senvion S.A.

Senvion is a manufacturer of on- and offshore wind turbines ranging from 2MW to 6MW. The company has an installed base of c. 12.8GW in onshore and c900MW in offshore

Issuer: Senvion S.A.
Ticker: SEN GY
Country: Germany
Sector: Capital Goods / Renewables / Wind Turbine Manufacturing
Listing: Regulated Market of Frankfurt Stock Exchange (Prime Standard)

Final Offer Structure:

• Total: 17,183,762 shares (c. EUR 271m)
• Secondary: 16,250,000 shares (c. EUR 256m)
• Greenshoe (secondary): 933,762 shares (c. EUR 15m)

Selling Shareholder: Funds advised by Centerbridge Partners and Arpwood Partners
Initial Price Range: EUR 20.00 – EUR 23.50 per share
Final IPO Price: EUR 15.75 per share
Market Cap at IPO: c. EUR 1.0bn

Berenberg Role: Joint Bookrunner
Syndicate: Citigroup, Deutsche Bank and J.P. Morgan (Joint Global Coordinators & Joint Bookrunners), Berenberg, Bank of America Merrill Lynch, Barclays and Morgan Stanley (Joint Bookrunners)
Timing:

• ITF: 22 February 2016
• Investor Education: 23 February – 4 March 2016
• Bookbuilding: 7 March – 17 March 2016
• First Day of Trading: 23 March 2016

TAG Immobilien AG

TAG Immobilien owns about 83,000 apartments with a regional exposure to northern and eastern Germany

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

Market Cap pre Transaction: c. EUR 1.7bn
Selling Shareholder: TAG Immobilien AG (Treasury Shares)
Offer Structure: Sell-down of 5,000,000 treasury shares (c. 3.66% of pre-transaction share capital, c. EUR 58m)
Offer Price: EUR 11.65 per share

Berenberg Role: Joint Global Coordinator & Joint Bookrunner
Syndicate: Berenberg and Kempen & Co (Joint Global Coordinators & Joint Bookrunners)
Timing:

• Launch: 16 March 2017
• Pricing: 17 March 2017

Berentzen-Gruppe AG

Berentzen is a Germany-based producer of branded and private-label spirits, non-alcoholic drinks and fruit juice systems

Ticker: BEZ GY
Country: Germany
Sector: General SMID Cap / Food and Beverages
Listing: Regulated Market of Frankfurt Stock Exchange

Market Cap pre Transaction: c. EUR 68m
Selling Shareholder: Aurelius Group, holding pre-transaction c. 51.04% of the pre-transaction share capital
Offer Structure: Sell-down of 2,100,000 secondary shares (c. 21.88% of pre-transaction share capital, c. EUR 13m)
Offer Price: EUR 6.10 per share

Berenberg Role: Sole Global Coordinator & Sole Bookrunner
Syndicate: Berenberg (Sole Global Coordinator & Sole Bookrunner)
Timing:

• Launch: 1 March 2016
• Pricing: 2 March 2016

alstria office REIT-AG

alstria focuses on office properties in Germany and has a portfolio size of over €3bn

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

Market Cap pre Transaction: c. EUR 1.79bn
Selling Shareholder: Institutional Shareholder
Offer Structure: Sell-down of 2,231,251 secondary shares (c. 1.47% of pre-transaction share capital, c. EUR 27m)
Offer Price: EUR 11.50 per share

Berenberg Role: Sole Global Coordinator & Sole Bookrunner
Syndicate: Berenberg (Sole Global Coordinator & Sole Bookrunner)
Timing:

• Launch: 17 February 2016
• Pricing: 18 February 2016