Conference Magazine 2013 - Deutsches Eigenkapitalforum

Transcription

11 – 13 November 2013
Frankfurt / Main
Conference Magazine
Vol. 4
Publishing Partner
Equity Forum
Investor & IR-Forum
Debt Capital Forum
PE & VC Lounge
Integrated Reporting
Corporate Bonds
Innovation & Growth Companies
DAX/MDAX-Days
Ratings
Key Note: Jürgen Fitschen
Investor Targeting
Chief Economists’ Views
Co-Initiator
Main Sponsors
Sponsors
einfach
k ommunizier en.
Scope
Ratings
Partners
STEP AWARD
www.step-award.de
Media Partners
Network Partners
Mobility Partner
youmex
Editorial
Dear Readers,
Reto Francioni
It is a universally acknowledged truth that a woman or
man in possession of a good fortune must be in want of
an investment. Exchanges, among others, provide various avenues towards fulfilling this want, in line with the
investors’ expectations regarding returns, and their
willingness to take risks. Deutsche Börse’s cash market
maintains three such avenues with respect to equity capital: the Entry Standard, offering investment opportunities
in younger and smaller companies, where both risk and
return are on average the highest; the General Standard,
conforming with EU listing requirements; and the Prime
Standard, fulfilling the most demanding listing standards
even in a global comparison, thus keeping risk at a
generally lower level.
The variety of these avenues has recently been further
increased by Deutsche Börse in adding the opportunity to
invest in corporate bonds, which is, outside regulated
markets, a still non-transparent area, accessible only
through a web of special relations, and basically closed to
private investors. Deutsche Börse’s transparent and
accessible alternative is also divided into a Prime and an
Entry Standard.
Viewed from another perspective, this means that
exchanges provide companies with ways of gaining access
to capital. In the first half of 2013, Deutsche Börse cash
market’s listing business recorded 15 new admissions, five
of them in the Prime Standard, five in the General Standard
and five in the Entry Standard. The total placement volume
amounted to EUR 5.3 billion.
In addition, 17 companies raised a total of more than EUR
1.5 billion in corporate bonds. 14 of these used the Entry
Standard, and three the Prime Standard as their venue, with
the latter, although smaller in number, reaching a total
placement volume of EUR 900 million.
Initial listings or transfers from other market segments,
however, are not the only fruit offered by Deutsche Börse.
More than 60 capital increases enabled listed companies
to raise equity capital of nearly EUR 7 billion in the first half
of 2013.
While we are certainly proud of this contribution towards
providing companies with access to capital, and investors
with opportunities to participate in companies’ growth, we
must also acknowledge that this contribution remains
limited in size. As an exchange organisation, however, we
can only offer the infrastructure necessary to enable
companies and investors to interact, while the willingness
to invest depends on both external circumstances and individual preferences. They are not in our power to change. All
we can and will do is inform, and help to bring people with
different motives together, just as we do in our German
Equity Forum in Frankfurt, together with KfW, the German
Government’s promotional bank, serving the economy in
Germany, Europe and beyond.
This conference magazine provides you with background
material on this year’s German Equity Forum and its current
key aspects. I hope you will find it useful.
Sincerely yours,
Reto Francioni
CEO, Deutsche Börse AG
Deutsches Eigenkapitalforum 2013
Page 3
Content
3 Editorial
Reto Francioni, Deutsche Börse
Equity Forum
8 “Germany needs more private financiers
who are willing to invest equity capital”
Interview with Dr. Axel Nawrath, Member of
KfW’s Executive Board
10 Tax planning pre-IPO
Key task – Implementing the appropriate IPO tax structure
Martin Brandscheid, Marco Huder, Ernst & Young
12 German mid caps in high demand
But stock picking remains key
Gunnar Cohrs, Anna Patrice, Berenberg
16 Challenging environment for corporate financing
Equity base as an indicator of financial soundness
Dr. Jörg Schröder, Dominik Eisenkopf, IKB Deutsche Industriebank
18 Subscribing to securities via the stock exchange
Innovative access to a broad investor basis
Alexander von Preysing,
Edda Vogt, Deutsche Börse
20 “Networking event that is not
only unequalled within Germany
but also within Europe”
Interview with Dr. Martin Reck, Managing
Director, Cash Market, Deutsche Börse
24 Effective IFRS conversion for an IPO
How to implement IFRS in short time frames in order to
realize IPO windows
Ralf Geisler, Michael Oppermann, Ernst & Young
26 Embracing transfer pricing at arm’s length
Documenting transfer pricing is a challenging
process
Dr. Christian Thun, Moody’s Analytics
28 Optimized refinancing processes
How rapidly changing financial markets require companies
to adjust their refinancing processes
Kai Frömert, Alexander Wiegelmann, FCF Corporate Finance
Page 4
30 Financing in China
Challenges for mediumsized firms
Tim Sichting, Yi Ding,
BDO Wirtschaftsprüfungsgesellschaft
32 EuroQuity goes European
French-German matching platform for companies seeking capital
and technological partnerships opens up to the European market
Astrid Kricke, EuroQuity Germany
Investor & IR-Forum
34 Rights and risks in
restructuring situations
New rules for the recapitalisation of German stock corporations in distress
Christoph F. Vaupel,
Dr. Lars-Gerrit Lüßmann,
Taylor Wessing
36 Cash was king
Option dividends are gaining ground
Axel Rose, BankM
38 Integrated reporting – doing it the right way
How close are we to the beginning of a new era in capital market
communication?
Marcus Pratsch, DZ BANK
42 “Excellent IR for our clients is
excellent PR for us”
Interview with Anne Hennecke,
Managing Partner, MC Services
44 Life in a potential conflict zone
How analysts reconcile the needs of investors and companies
Christian Obst, Baader Bank
46 GC Pooling Select, a new
era for corporate clients
Eurex Repo, a Deutsche
Börse Group company,
offers secured funding via
Eurex Clearing as central
counterparty
Frank Gast, Gabriele Ristau, Eurex Repo
Content
50 Designated Sponsoring
More than just a quote!
Marc Renell, Renell Wertpapierhandelsbank
52 A new “Neuer Markt”
Opportunity for IPOs of high growth
companies?
Volker Potthoff, CMS Hasche Sigle
56 Regulatory change
Its effects on how asset managers consume research
Fraser Thorne, Edison Investment Research
Event-Initiator, Co-Initiator & Sponsors
Event-Initiator & Co-Initiator
74 Deutsche Börse, KfW
75 Ernst & Young
Main Sponsors
76 BankM, Berenberg, Close Brothers Seydler Bank
77 DZ BANK
78 Edison Investment Research Limited, equinet Bank,
FCF Fox Corporate Finance
79 IKB Deutsche Industriebank
80 LBBW Landesbank Baden-Württemberg, MC Services,
RENELL Wertpapierhandelsbank
Debt Capital Forum
Sponsors
58 Know your investors!
Which groups of institutional investors are attracted to
the German “Mittelstand”
Karl Filbert, Close Brothers Seydler Bank
60 Special structures and
types
Secured bonds, convertible
bonds and hybrid bonds
Dr. Anne de Boer, Hendrik
Riedel, GSK Stockmann +
Kollegen
62 Bank loan, bond or Schuldscheindarlehen
(promissory notes)?
Schuldscheindarlehen: a valid financing tool for mid cap companies of high credit quality
Lutz Weiler, equinet Bank
64 The credit research report – an important
instrument for investors?
Regarding its benefit and importance for the
successful issuance of SME bonds
Manuel Hoelzle, GBC
68 Mid-market evaluation
The new benchmark for mid-market companies
Dr. Florian Stapf, Standard & Poor’s Ratings Services
82 Baader Bank (82), Baker Tilly Roelfs (82), Bankhaus Lampe (82),
BDO Wirtschaftsprüfungsgesellschaft (83), Bundesverband
Deutscher Kapitalbeteiligungsgesellschaften (84), CMS Hasche
Sigle (84), GBC (84), GSK STOCKMANN + KOLLEGEN (85),
heureka (85), Moody’s Analytics Deutschland (85), Scope Corporation (86), Standard & Poor’s Credit Market Services Europe (86),
Taylor Wessing (86)
Partners
88 Baden Württemberg: Connected / bwcon (88), CF&B communication (88), Creathor Venture Management (88), DVFA (89),
EuroQuity (90), HPE Growth Capital (90), ICF Kursmakler AG
Wertpapierhandelsbank (90), PvF Investor Relations (91),
STEP Award (92), TECH TOUR (92), viaprinto (92),
youmex Invest (93)
Media Partners
94 BOND MAGAZINE (94), Börsen Radio Network (94), Börsen-Zeitung
(94), business new europe (95), DAF Deutsches Anleger Fernsehen
(96), Dow Jones News (96), FinanzNachrichten.de (96), Frankfurt
Business Media (98), GoingPublic Magazin – GoingPublic Media
(98), International New York Times (98), mergermarket (100), n-tv
Nachrichtenfernsehen (100), pressetext Nachrichtenagentur (100),
Property Investor Europe (101), Unternehmer Medien (102),
VDI Verlag (102)
Network Partners
104 BVMW (104), Deutscher Investor Relations Verband (104),
Deutsches Aktieninstitut (104), Dr. Kalliwoda Research (105),
F I C Frankfurt International Consulting (105)
Friends of the German Equity Forum
106 b-to-v Partners, Brockhaus Private Equity, Earlybird Venture Capital,
eCAPITAL entrepreneurial Partners, EnjoyVenture Management, LSP
107 S-UBG Gruppe, venturecapital.de, WHEB Partners Limited
Page 5
Content
Capital Seeking Companies
108
108
108
108
108
108
108
108
109
109
109
109
110
110
110
110
110
110
112
112
112
112
112
112
112
112
113
113
113
4JET Technologies GmbH
Affimed Therapeutics AG
Augmentation Industries GmbH
Auxo GmbH
Baltijskij Bereg AG
brickfox GmbH
caprotec bioanalytics GmbH
DeVeTec GmbH
Genekam Biotechnology AG
GNA Biosolutions GmbH
Heliatek GmbH
HELIOVIS AG
Hepa Wash GmbH
Humedics GmbH
Ingenious Technologies AG
Jedox AG
Lophius Biosciences GmbH
Miracor Medical Systems GmbH
OEC AG
PRECISIS AG
PROSOL Invest Deutschland GmbH
Protagen AG
Protectimmun GmbH
ROWIAK GmbH
sharewise GmbH
tailorjack GmbH
t-cell Europe GmbH
Vimecon GmbH
Viprinet Europe GmbH
Service
114 Highlights Services for issuers
Listing Partner search, Stock Report, Trading floor event
115 Contact Persons at Deutsche Börse Group
116 Imprint/Index of Advertisers
Programme Deutsches Eigenkapitalforum 2013
118 Programme Overview
Appendix a: Main Level Map
Appendix b: Upper Level Map and Exhibitors’ Index
Page 6
Photos: Deutsche Börse AG
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Preparing for an IPO
can feel like rounding up
a herd of wild horses.
An IPO is enough to keep your
entire business working at full tilt.
Stand above the noise and dust –
by planning things out from the
start. Talk to Dr. Martin Steinbach
on +49 6196 996 11574. He’ll
show you how to make a success
of your global share and bond
issues. Find out more about our
IPO readiness assessment: contact
[email protected]
www.ey.com/de/ipo-and-listing
Equity Forum
“Germany needs more private financiers who
are willing to invest equity capital”
Interview with Dr. Axel Nawrath, Member of
Interview with Dr. Axel Nawrath from KfW about the German
venture capital market, the decline of early stage funds and
new investors entering the market.
Conference Magazine: Dr. Nawrath, where do you see
changes on the German venture capital market?
Nawrath: The role of traditional early stage funds is
dwindling. Financiers find it increasingly difficult to obtain
fresh capital for new funds from their mainly institutional
investors. Typical private fund investors, such as pension
funds, insurance companies and family offices, are no
longer willing to entrust as much capital to fund managers
as in the past.
Conference Magazine: What might be the reasons for this
reluctance?
Nawrath: Investors have become more and more riskadverse since the outbreak of the financial and economic
crisis. In such an environment, the lack of reliable exit
options and the lack of asset fungibility both worsen the
expected risk-earnings profile. Moreover, several funds
have shown a disappointing performance so far. They were
not able to meet investors’ expectations. In some cases
management fees were considered excessive or created
inappropriate incentives. As a consequence, institutional
investors have lost interest in early stage funds.
Conference Magazine: Does the decline of early stage
funds hinder start-ups in their ability to attract investors?
Nawrath: Not necessarily. Although early stage funds are
considered less attractive, investors are still participating in
the market. For example, high net worth individuals and
“
Page 8
Investors have become more
and more risk adverse since
the outbreak of the financial
and economic crisis.
”
Dr. Axel Nawrath joined KfW Bankengruppe as a member of the Executive
Board in 2009. He is responsible for
Domestic Promotional Business. Prior,
he served as State Secretary at the
German Federal Ministry of Finance
and has also been Managing Director
of Deutsche Börse AG.
Dr. Axel Nawrath, Member of
family offices that previously acted as fund investors have
discovered direct investments in technology firms as an
alternative. They act as business angels. In addition, young
technology firms are increasingly financed through corporate venturing, which seems to be experiencing a renaissance. Major corporations are taking advantage of external
structures such as start-ups and young tech firms in order
to promote innovation: start-ups are often at the forefront of
technological progress; they have the ability and the flexibility to transform the latest scientific findings into
marketable products. Start-ups whose ideas match the
respective corporation’s strategic orientation are in particularly high demand.
Conference Magazine: How about new investors entering
the market?
Nawrath: The “intelligent swarm” or “crowd” is gaining
significance. Crowd investing opens up new funding
resources as it bundles many small investments, which
otherwise would not have the necessary volume. With still
some obstacles to overcome and a stony path ahead,
crowd investing has already developed into a new means
for start-ups to raise capital.
Conference Magazine: What role does Berlin play in the
VC market?
Equity Forum
We are currently experiencing a boom in Berlin’s Internet scene, with some observers already seeing signs of overheating.
Photo: PantherMedia/Lianem
Nawrath: We are currently witnessing a boom in Berlin’s
Internet scene, with some observers already seeing signs
of overheating. The driving forces for these activities are
accelerators and incubators. All over the city, experienced
and wealthy entrepreneurs are using their own financial
means to create the infrastructure needed to develop and
test a large number of business ideas in parallel, some of
which are copies of business models that have already
been successfully implemented abroad. The concept can
be described as “up or out”: ideas that do not show the
anticipated success within a few months are shut down just
as fast as they were started.
Conference Magazine: How does KfW respond to these
changes on the venture capital market?
Nawrath: KfW is closely watching these changes in order
to evaluate possible impacts on our ability to effectively
promote the German VC market. Nonetheless, we are
neither willing nor able to follow every new development on
the market. In contrast to private investors, we are subject
to tight regulation and thus restricted to bankable investments. On any account, business models that focus on
sustainability and longevity fit in well with our ethos as a
promotional bank. In line with these terms, we have intro-
duced a new product targeted at Social Ventures last year.
We provide equity of up to EUR 200,000 to companies
explicitly seeking solutions for social challenges.
Conference Magazine: What about existing investments,
are they still in demand?
Nawrath: The majority of investment deals are signed
under the ERP Start-up Fund. KfW is fortunate to operate
this flexible financing instrument, which allows us to reach a
broad range of venture capital investors, business angels,
investment companies, family offices, and even corporate
VC funds. Changes in the relative significance of single
investor groups therefore do not compromise our role as a
reliable financing partner. The ERP Start-up Fund does
complement private investments, but it cannot replace
them. Germany definitely needs more private financiers
who are willing to invest equity capital to help business
starters and young tech firms turn their ideas into
marketable products.
Conference Magazine: Dr. Nawrath, thank you very much
indeed for this insight.
The interview was conducted by Robert Steininger.
Page 9
Equity Forum
Tax planning pre-IPO
Key task – Implementing the appropriate IPO tax structure
Whether the IPO is a success taxwise is decided not after,
but mainly before an IPO. Typically, our clients have a welldesigned legal and tax structure for business life before an
IPO, but this may not be the right answer for the IPO and
the future as a listed group with new shareholders. Taxwise,
we do not mainly focus on the listing stock exchange where
the shares are to be offered for the IPO, but moreover on
the following tax cornerstones.
To be decided: Jurisdiction of head entity
The legal seat of the entity to be listed is relevant as it
makes a substantial difference taxwise whether the top
entity of the group is located and run accordingly in Luxembourg, the Netherlands or Germany – to name just some
jurisdictions we have recently used for IPO heading entities.
In this regard, there is no perfect recommendation for all
IPOs (“one size fits all”) in our experience, it has to be
decided case by case. Depending on the primary entity
jurisdiction, different withholding taxes on dividends are
due ranging from e.g. 0% to approx. 30%. Moreover, the
head entity has to really carry out some relevant activities in
that jurisdiction. In contrast, a pure letterbox without business
substance is not sufficient and may trigger problems at the
latest once jeopardized in a tax audit. We experienced this
in the pre-IPO phase when a Luxembourg location was not
taken because the management board identified that it is
not viable businesswise or efficient to hold board meetings
in Luxembourg. Insofar, the business disadvantages and
cost outweighed the tax advantages associated with a
potential IPO structure e.g. in Luxembourg. Finally, the
location is also relevant with view to tax efficient profit repatriation from subsidiaries as well as income pooling.
To be investigated: Implementation of the
IPO structure
Once identified, the target IPO structure is typically put in
place shortly before the IPO. In this regard, it has to be
ensured that existing tax assets such as tax or interest carry
forwards are preserved. They could forfeit e.g. in case of
pre-IPO share-deals etc. Furthermore, we ensure that such
pre-IPO restructuring steps do not inadvertently trigger
transfer taxes such as real estate transfer tax. Likewise, in
Page 10
Martin Brandscheid, Partner,
Ernst & Young GmbH
Marco Huder, Senior Manager,
Ernst & Young GmbH
some cases capital duty or stamp duty could become due,
which is to be avoided.
In this regard, it should also be ensured that the implementation of e.g. a new head entity of the group has no harmful
impact on the current shareholders in the group. Typically,
such investors dispose of part of their shares in the IPO.
The interposition of a new group holding top company,
however, may trigger holding periods. A transfer before the
end of the holding period is then subject to taxation instead
of the desired tax exemption. For example, Luxembourg
tax law, among others, requires a 12 months holding period
in order to benefit from full tax exemption upon disposal.
To also be considered: Deduction of
IPO fees and VAT
Typically, external advisors for e.g. accounting, financial,
legal and tax work are involved in the IPO pre work. Related
expenses should be structured efficiently to ensure that
they can be deducted. However, expenses related to the
issuance of new shares or new equity are not deductible for
tax purposes. Important in this regard is also whether the
current shareholders dispose of their shares partly or if
solely new shares are offered for the IPO. Insofar, it is relevant to consider who engages the advisors involved and
what services are rendered.
Equity Forum
Input VAT deduction from IPO related expenses is an issue
that requires careful planning. The German tax authorities
e.g. review whether the financial means collected in the IPO
are used to strengthen the general business capital – in this
case, input VAT is deductible using the general pro-rata of
the company, meaning 100% or close to such percentage
for typical operative entities. On the other hand, if the
means are to be used for specific business segments or
investments, input VAT is to be attributed to these activities,
resulting in a limited deduction right or none whatsoever.
The general challenge of input VAT deduction for holding
companies has to be tackled for the share deal scenario.
In this context, the authorities are known to scrutinize the
issuer prospectus and related presentations carefully, meaning that companies and advisors should always think ahead.
To be taken care of: Tax housekeeping
The group’s tax situation is described in the IPO prospectus.
We therefore recommend investing in tax housekeeping
and e.g. closing open tax work streams on the compliance
“
One size fits all does not
work in the case of pre-IPO
structuring.
”
side as well. The presentation of tax risks for prior periods is
more elegant once the tax audit for those periods is
finalized. This is also helpful during the roadshow when
discussing the situation with analysts and investors.
Summary
One size fits all does not work in the case of pre-IPO
structuring. Based on our experience, the challenges are in
most cases at least somewhat similar. Nevertheless,
decisions like jurisdiction of head entity and required
reorganization steps have to be decided case by case.
Insofar, solutions in this regard are always tailor-made.
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Equity Forum
German mid caps in high demand
But stock picking remains key
The valuation gap has closed – what now?
The long-anticipated recovery of European economies has
led to solid stock market performances this year. Despite
political uncertainties such as the events in Syria, the US
shutdown and instability in Italy, leading indicators still
show continuing positive momentum worldwide; Europe is
no exception. Eurozone manufacturing is continuing to
grow modestly, although the pace of expansion eased a
little in September. There is little discernible difference
between core and crisis countries with the PMI index above
50 since July 2013 for Germany as well as Spain, Italy and
the eurozone as a whole.
Germany is set to benefit from both a) improving domestic
demand as consumer confidence and the employment rate
are high while inflation expectations are low; and b) increasing demand from its main export markets. It is worth highlighting that German mid cap companies generate almost
70% of their sales outside their domestic market and are
thus heavily affected by global macro developments.
MDAX re-rated
In particular, thanks to the favourable macro environment in
Germany with greater than average momentum and the
economic mood improving more rapidly than elsewhere in
Europe, as well as the country’s status as a safe haven,
Germany’s mid cap index – the MDAX – has outperformed
Gunnar Cohrs, Co-Head of Equity
Research, Berenberg
most of the other local indices. Hence the MDAX has
re-rated as shown in the graph below and is now trading at
a 20% premium to its historical P/E.
Obviously, the gap may close again and arguably, with the
wind in the sails coming from the improving European
economies, earnings growth should accelerate. Indeed, if one
looks at Bloomberg estimates for the MDAX, EPS growth is
expected to accelerate to well above the 10.4% average
pace of the last 12 years – which was achieved despite the
financial crisis. Its performance should also be better than
that of most of the other European mid cap indices.
Figure 1: MDAX, price (left-hand side) vs. EPS (right-hand side), absolute
1.200
16.000
14.000
1.000
12.000
800
10.000
600
8.000
6.000
400
4.000
200
2.000
0
2006
0
2007
2008
2009
Price
2010
2011
EPS
Source: Bloomberg
Page 12
2012
Anna Patrice, Mid Cap Analyst,
Berenberg
2013
Another reason to argue for a higher rating of
the MDAX is improved earnings quality. The
MDAX predominantly consists of high-quality
mid cap businesses. These companies are
focused on their niche segments and thus
tend to be market leaders, are able to gain
shares in still fragmented markets and/or
profit from new trends and structural
changes by developing their markets. Looking at historical data, the net profit margin has
only nudged up from 2.3% to 2.6% in the last
12 years, but it should improve to 4.2% by
2015 as many companies have undergone
hefty restructuring in the wake of the financial
∆Ich habe mein Unternehmen erweitert.
Und unsere Marktchancen gleich mit.
Mit einer KfW-Förderung für den Mittelstand.
Wachstum, Energieeffizienz oder Innovation: Als größte deutsche Förderbank unterstützt
Sie die KfW dabei, Ihrem Unternehmen langfristig Wettbewerbsvorteile zu sichern. So erhält der Mittelstand günstige Finanzierungsangebote, um Erweiterungen zu ermöglichen
und in Forschung und Entwicklung zu investieren. Oder mit Ressourceneffizienz und dem
Einsatz neuester Technologien wichtige unternehmerische Weichen in Richtung Zukun zu
stellen. Mehr Infos bei Ihrem Finanzierungspartner* oder auf www.kfw.de/unternehmen
* Finanzierungspartner sind Geschäsbanken, Sparkassen, Genossenschasbanken und Direktbanken.
Equity Forum
Based on these criteria, five or six top picks
are regularly made. In addition to the semiannual publication of the German/Austrian
mid cap product, a newsletter is released on
a monthly basis.
Figure 2: Estimated earnings 2013-15E CAGR
25%
23%
20%
20%
15%
15%
13%
12%
10%
10%
5%
0%
FTSE 250
MDAX
S&P 400
Midcap
DAX
STOXX 600
Source: Bloomberg
crisis. To put the forecast into perspective, a similar net profit
margin was achieved in 2006. The effect on return on capital
employed (ROCE) should be even more pronounced as companies have shrunk their asset bases over the same period.
Stock picking is key
That said, looking at sector valuation, earnings expectations and positive but still cautious comments from companies at the Berenberg Munich conference, the Q3 results
might prove to be a mixed bag with some disappointments
in terms of growth. Stock picking thus remains as important
as ever given the expanded and converted multiples coupled with an absence of short-term catalysts.
S&P 500
Reviewing the selection of top picks in the
last German/Austrian note based on the
criteria cited above, a share price performance of +23% can be identified. This represents a 10.5 percent points outperformance
compared with the average increase of the
Berenberg German and Austrian small and
mid cap coverage universe since April 2013.
Stock picking is essential not only in uncertain and volatile
times, but also during stock market rallies in order to avoid
disappointments brought about by unrealistic expectations. We believe that the German mid cap market provides
significant opportunities for investors to pick high-quality
stocks that offer one or several of the following:
• Companies focusing on niche areas in which they are
market leaders
• A defensive growth profile
• Innovative products and thus structural growth in new
emerging-market segments
• Family ownership leading to a focus on sustainable and
profitable growth over the long term and/or
• Hidden gems that are not yet well known among investors.
On a semi-annual basis, Berenberg publishes a report on its
German and Austrian small and mid cap universe of more
than 100 companies. With its longstanding experience and
large coverage universe, the Berenberg research team is
ideally positioned to help investors find hidden champions
in this sector. To this end, the coverage universe is regularly
screened according to the following criteria:
• Buy recommendations with upside of more than 15% to
the current share price
• Strong earnings growth forecasts for the next three
years and
• Significant catalysts for the stock over the next few
months.
Page 14
Photo: Deutsche Börse AG
Equity Forum
Challenging environment for corporate financing
Equity base as an indicator of financial soundness
The environment for corporate financing has changed dramatically over the last few years. The worldwide economic crisis
and resulting collapse of European sovereign debt financing
led to high uncertainty and volatility on the capital markets.
Moreover, increasing banking regulation (Basel III) will have a
significant impact on the financing of small and medium-sized
enterprises (SMEs) in the future. Traditional bank loans will
decrease in volume and become more expensive as banks
have to fund loans with more equity. Furthermore, banks will
differentiate more between credit qualities based on their internal rating systems. In addition to the general increase in
financing costs for corporates, financing for weaker credit
qualities will therefore become more expensive than for better
qualities. A sound equity base has a significant impact on
company ratings and as such will drive future growth projects.
Dr. Jörg Schröder, Managing Director,
Head of Equity Capital Markets,
IKB Deutsche Industriebank AG
Dominik Eisenkopf, CFA,
Vice President Capital Markets,
Status quo: equity situation in the German “Mittelstand”
Equity as an indicator of financial soundness
Historically, there have been strong links between banks and
SMEs in Germany. This dependence on financing from
banks is one reason for the relatively low equity ratio of
German corporates compared to other developed countries.
Although, the average equity ratio of German corporates
increased from 24.5% in 2005 to 27% in 2011 according to
Deutsche Bundesbank, the equity ratio still lags behind
those in the US or UK. In order to manage an increasingly
volatile corporate financing and credit market going forward,
an increasing number of German SMEs is becoming more
open towards external equity financing. Evidently, the goal of
a stable financial base appears to be more important than a
loss of independence. Furthermore, the funding of larger
investments (e.g. acquisitions) relies on external sources that
cannot be financed by way of using retained earnings.
Commercial banks rely on internal ratings in order to assess
the credit quality of potential borrowers. In general, the
rating tool of corporate banks consists of a quantitative and
qualitative rating component. The quantitative rating takes
into account financial figures like EBITDA, net margin, leverage, and, of course, the equity ratio. The qualitative rating
tool usually focuses on accounting policy, liquidity, management, competition or other factors. The lower the credit
quality, the higher ceteris paribus the credit costs which
mainly comprise of the risk margin (potential default risk)
and the bank’s equity costs (risk-weighted assets funded
by the bank’s equity). Furthermore, based on a rating or
scoring model, commercial bankers can determine whether
the respective client meets the requirements of a loan or a
Figure 1: Credit profiles and risk evaluation
Credit profile – XY Bank Rating
Above average risk (BB)
Average risk (BB+)
1.88%
1.38%
1.50%
1.00%
5.76%
1.63%
0.91%
1.50%
1.00%
5.04%
XY Bank's equity costs
Risk margin
XY Bank's funding costs
Operating loan costs
Loan rate (indicative)
+72 bps
Total interest paid (EUR) (indicative)
Potential debt instruments
3,456,000
Loan, Mid-Cap Bond, High Yield
Bond
Source: IKB Deutsche Industriebank
Page 16
Average risk - but still investment
grade (BBB-)
1.33%
0.57%
1.50%
1.00%
4.40%
+64 bps
3,024,000
Loan, Mid-Cap Bond, High Yield
Bond, (Schuldscheindarlehen)
2,640,000
Loan, Schuldscheindarlehen,
Investment Grade Bond
Equity Forum
Schuldscheindarlehen (promissory notes). The latter usually
is not available for borrowers with sub-investment grade
credit quality. Consequently, these corporates have to look
for alternative and often more expensive debt financing
sources (e.g. high yield or mid cap bonds). The simplified
example in figure 1 illustrates the effects of an improved
rating (implicit increase in the equity ratio) on the potential
access to different debt financing instruments on the one
hand and the corresponding impact on the financing costs
on the other. The indicative calculation is based on a EUR 20
million amortizing loan with a term of 5 years.
In our indicative model, the upgrade from above average
risk to investment grade (upgrade by two rating notches)
results in an annual loan rate of 4.4% as opposed to 5.8%
that a debtor with a rating below investment grade in our
example would have to pay. The total interest saving over
the 5 year term amounts to EUR 816,000. It should be
noted, however, that from a weighted average cost of capital perspective, the savings in interest paid should not be
overcompensated by higher equity costs due to the
improved equity base. In fact, a higher equity ratio provides
additional headroom for debt financing which in turn should
help optimise the weighted average costs of capital.
Overview of alternative equity
financing instruments
There are many ways SMEs can improve their equity base.
In general, the availability of equity financing correlates to
the degree of maturity and the company size. Smaller and
non-listed companies usually only have access to mezzanine capital or direct investments. Larger SMEs are able to
gain access to capital markets financing via an IPO and
subsequent instruments (e.g. capital increase and convertible bonds).
Conclusion
A stable equity ratio is key for tapping credit markets and
decreasing financing costs. However, the equity ratio of
German SMEs is still low. An improvement of the equity
base and diversification of the financing structure is highly
recommended in order to stay flexible and competitive in
the business environment. Bank loans will remain the major
source of corporate financing going forward even in light of
Basel III. A market for external equity offering tailor-made
solutions for SMEs does exist and will become even more
important in the future.
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Equity Forum
Subscribing to securities via the stock exchange
Innovative access to a broad investor basis
Bonds have become an important capital procurement
alternative for medium-sized companies. Since 2010, stock
exchanges are involved in the process of placement especially when it comes to private investors. In the meantime,
this sales channel is also open to equities and funds. In
Germany, around 100 bonds, two funds and the first ever
equity IPO have been offered for subscription via the stock
exchange during this autumn.
Own issue, bank or stock exchange
Classically, companies have three placement options when
it comes to the issue of bonds: via a bank and/or a stock
exchange or a pure own issue. In a classic own IPO,
investors are approached directly without support from an
intermediary. Although cost-efficient, it can be still difficult
especially for medium-sized companies with little capital
market experience to come into contact with investors.
Where the issue is supported by a bank, the latter arranges
contact with investors, and specifically institutional
investors. In the meantime, however, more issuers wish to
attract private investors and therefore consider the stock
exchange as a third placement option. With a good corpo-
Alexander von Preysing, Deputy Head
of Issuer & Primary Market
Relations, Deutsche Börse AG
Edda Vogt, Expert, Cash & Derivatives
Marketing, Deutsche Börse AG
rate “story” and an attractive rate of interest, the placement
of bonds with private investors usually succeeds. Such a
transaction is to the benefit of both parties: the company
strengthens its negotiation basis vis-à-vis its credit banks,
is able to raise more capital and can use it more flexibly. In
turn, subscription via the stock exchange provides
investors with the opportunity to specifically invest in a
company well-known to them.
At the Frankfurt Stock Exchange subscription is always
guided by a bank or a financial services provider. They are
members of the stock exchange and act as gatekeepers
securing the capital market viability of the bond and the issuing company.
Higher visibility, very broad access
Page 18
The greatest advantage of using the stock exchange is that
investors can subscribe to the security via their usual portfolio. This makes the subscription independent of the issuing bank. Technically, the subscription represents a security
purchase, and only few banks or brokers deny their
customers subscription via the stock exchange. Particularly in the event, however, that neither the issuing bank nor
the issuer has direct contact to private investors, an issue
via the stock exchange can be very efficient.
Equity Forum
Subscribing works like buying. Subscription takes place in
the trading system. Once the period of subscription begins,
investors can place orders in Frankfurt via their bank or
broker. Though the order book is supervised by a specialist
as in the case of trading, the subscription is no stock
exchange trade, but rather trading on terms of issue, i.e. the
issue and value date of the bond follow the stock exchange
subscription and are mostly identical with the first trading
day.
for investment companies without any connections to the
sales channels of a bank or savings bank. For the Steubing
German Mittelstand Fund launched in August 2013, the
price of EUR 100 per share was fixed before the start of
subscription, and the funds received via the stock
exchange's platform were invested, according to the
investment focus, in medium-sized enterprise bonds after
the end of subscription.
During the subscription phase, the specialist allocates
several times a day, i.e. executes the orders at the fixed
issue price of 100 percent (or lower). Should demand be
very high, the subscription may be closed ahead of time,
which has often happened in the past.
Apart from that, the subscription is exempt from trading
fees, so that only transaction fees are charged. However,
not all banks pass on this cost advantage to their
customers.
Subscribing to equities via the stock exchange
The IPO of the media company Bastei Lübbe in October
2013 was the first time that a company performed book
building via the trading platform of the Frankfurt Stock
Exchange. This procedure offers investors the same advantages as in the case of bonds, but operates somewhat
differently.
In contrast to bonds, the issue price is not fixed during the
subscription, but only established after expiry of the
subscription period on the basis of demand. Subscribers
are able to fix their target price within the book building
range through a limit order. Following completion of the
subscription, the subscription orders are entered into the
order book of the group coordinator to establish the issue
price. Based on the issue price – and possibly an allocation
key in case of oversubscription – the supervising specialist
is able to allocate. Allocation considers the subscription
orders which are unlimited or whose limit corresponds at
least to the issue price. All other orders are deleted. This is
followed by the actual IPO with trading start in the secondary
market.
Collecting fund assets in the subscription phase. Two
public funds have already been offered for subscription via
the stock exchange, which may be interesting particularly
Apart from that, trading in a fund at the stock exchange
begins no earlier than 100 days after the issue. Continuous
price fixing is based on reference price models, for which
the supervising specialists require at least 100 net asset
values of the investment company. Until then, fund shares
can of course be bought from or returned to the issuer.
Advantageous for issuers, convenient for investors
Subscription via the stock exchange constitutes a reasonable complement to the classic sales channels for issues.
Beside the technology and broad access to investors, the
Frankfurt Stock Exchange offers companies professional
support, advertising via the stock exchange's channels and
high media attention.
Page 19
Equity Forum
“Networking event that is not only unequalled
within Germany but also within Europe”
Interview with Dr. Martin Reck, Managing Director,
Cash Market, Deutsche Börse AG
Conference Magazine: Mr Reck, how do you currently rate
the primary market, is it receptive enough?
Reck: In our opinion 2013 has been a good year so far.
Although we were a bit worried that the balance sheet
manipulation at the newly listed Hess AG might bring with it
a loss of confidence and afflict the primary market. We have
so far seen the strongest IPO year since 2007. There have
already been several reputable IPOs, such as Evonik, RTL,
LEG Immobilien, Deutsche Annington and Kion as well as
Siemens’ spinoff Osram. Three of these, namely Evonik,
RTL and Osram, have even managed to leap into the MDax.
We also cannot complain about the capital increases with a
volume of over EUR 7.5 billion so far. On the other hand, it
has to be said that the receptiveness on the capital market
seems to be rather limited when it comes to IPOs of small
and medium-sized companies, of which there were very
few in Germany in 2013.
Conference Magazine: And with bonds?
Reck: On the bond side, however, the year 2013 has been
the best since the Frankfurt Stock Exchange’s bond
Page 20
Martin Reck is the Managing Director
at Deutsche Börse AG responsible for
the Cash Market including the electronic trading system Xetra®. In addition, he holds the position as a
member of the Management Board of
Frankfurter Wertpapierbörse (the
Frankfurt Stock Exchange). He also is
a lecturer at Johann Wolfgang
Goethe-University Frankfurt, Faculty of
Economics and Business Administration, Chair of Corporate Finance.
Martin holds a Diploma in Computer
Science from the University of Dortmund. He also holds a Ph.D. in Information Systems of the Institute for
Information Systems, University of St. Dr. Martin Reck, Managing Director,
Gallen.
Cash Market, Deutsche Börse AG
segments have existed. For example, 22 issuers have
already used the Frankfurt Stock Exchange’s subscription
function to be included in the Entry Standard for corporate
bonds. In this way, they were able to raise more than
EUR 760 million debt capital from investors. Added to this,
there are another four primary market transactions in the
Prime Standard for corporate bonds. DIC Asset, Rickmers,
PNE Wind and TAG Immobilen were able to place EUR 575
million in total there. So it currently looks as if we can expect even more issues in the Entry and Prime Standard for
corporate bonds.
Conference Magazine: Nevertheless, the indices are at
record levels. Shouldn’t we be expecting 20 or 30 IPOs?
Reck: The reason why we do not have 20 IPOs is probably
more due to our history or let’s say culture. Germany has
never been a strong IPO country, unlike in the USA we do
not have a equity culture and German investors prefer
supposedly low-risk investments. As we can see from the
share indices, an investment in shares would not have been
a poor investment decision over the last few years.
Institutional investors in particular have already started
shifting towards shares since last year, as a result of the low
interest for government bonds. This trend is superb for the
stock market and therefore naturally for the development of
share indices, too.
We believe in
German Mittelstand
Close Brothers Seydler Bank AG
Schillerstraße 27 – 29
60313 Frankfurt am Main
T 069 92054-602
www.cbseydler.com
Lösungen nach Maß
Equity Forum
“
For the companies it is always
about access to capital.
„
founded on its diversity and size and on the many individual
conversations, so-called 1-on-1 meetings, between companies and investors. They provide an opportunity for
personal discussions, particularly in terms of preparing for
future corporate action.
Conference Magazine: The German Equity Forum is considered to be the compulsory event of the year for many
issuers, why is that?
Reck: When we launched the German Equity Forum in the
mid-1990s we had a totally different focus. Back then it was
exclusively about giving companies not listed on the stock
exchange yet the chance to come into contact with new
investors and raise funds. However, in the meantime over
200 listed companies also use the opportunity to present
their business figures and thus meet their transparency
obligations towards investors. Investors gratefully accept
this chance to obtain corporate information. As a result,
over 1,000 investors and analysts also attend the German
Equity Forum every year, besides entrepreneurs and intermediaries. With the German Equity Forum we are creating a
network event that is not only unequalled within Germany
but also within Europe.
Conference Magazine: You now also address debt capital
though. Is that being well received?
Reck: Recently we have not only been reaching those looking for and providing equity capital with the German Equity
Forum, but also bond investors and issuers due to increasing interest in bonds. The third day of the event is dedicated
to participants who want to obtain information about current topics in borrowed capital financing and network with
suitable capital market players. The quality of the event is
Page 22
Conference Magazine: What exactly can issuers achieve
at the German Equity Forum, who are the target groups?
Reck: That’s a good question. The German Equity Forum’s
motto is: “Entrepreneurs meet investors”. Therefore companies and investors are the main target groups, i.e. VC
investors for pre-IPO companies, institutional equity
investors for listed companies, bond investors for companies who have issued bonds. For the companies it is always
about access to capital. As many investors and issuers
meet up in one place, this is highly efficient for both sides,
i.e. it saves on travel costs and time. Besides new financing
possibilities, the German Equity Forum provides issuers
with answers to many current capital market questions and
facilitates the transfer of knowledge, not least, by issuers
networking with each other.
Conference Magazine: The former Business Secretary
Philipp Rösler critically voiced that companies considering
an IPO should have even lower entry barriers. Is that a move
in the right or wrong direction?
Reck: That needs to be discussed. In the process we see
ourselves as the operator of an infrastructure, who is trying
to combine the needs of both sides, issuers and investors.
At the moment we are spending time analysing the market
situation and holding talks with individual stakeholders. The
outcome should provide us with information about how we,
the stock exchange, can support young, fast-growing
companies in their search for capital. Whether the solution
for this will be a new transparency segment we cannot
judge yet. From our point of view this is a huge challenge
but also a chance to get the primary market moving for
small companies and therefore also strengthen Frankfurt as
a financial centre internationally.
Conference Magazine: Mr Reck, thank you very much for
the interview.
The interview was conducted by Falko Bozicevic.
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Equity Forum
Effective IFRS conversion for an IPO
How to implement IFRS in short time frames
in order to realize IPO windows
The public offering of shares or bonds in a European Union country requires application of the International Financial Reporting
Standards (IFRS) for the presented consolidated financial
statements. This is also true for the Deutsche Börse’s Prime or
General Standard. To be ready for an IPO in these markets
three years of annual IFRS financial statements have to be prepared and you have to be ready to present interim IFRS consolidated financial statements quarterly (Prime Standard) or
semi-annually (General Standard). Depending on the complexity of the accounting changes from your current GAAP to
IFRS, such an IFRS conversion may result in a very time consuming and urgent exercise for your entity and external advisor.
Diagnostic phase (1)
To fully identify all the differences between the currently
applied GAAP and the requirements under IFRS, a detailed
review of the potential differences is performed during the
diagnostic phase. The most effective way to conclude all
IFRS conversion differences is a one day workshop with the
finance team of the converting company and your advisor’s
IFRS experts. An IFRS differences database and IFRS workshop materials should be used effectively to facilitate the
workshop. The IFRS differences database is a full list of all
potential differences between the current accounting standards applied and IFRS requirements and assists in the quick
identification of focus areas for the converting company. This
workshop also has the benefit of transferring significant knowledge to the finance team. Typically, the diagnostic phase is performed at corporate level, which includes all IFRS differences
for the material entities of the converting group in the analysis.
The diagnostic phase also delivers the following results:
• A preliminary assessment of the extent of financial impact,
a time frame to address issues and the level of difficulty of
implementing solutions
• Identification of business areas affected by the respective
IFRS difference
• Assessment of implications on reporting for the converting
group
• Preliminary conclusion on the requirements to adjust the
chart of accounts and the implications on the IFRS notes
requirements
• Discussion on the IT architecture’s ability to support modifications required due to accounting and reporting changes.
Page 24
Ralf Geisler, Partner, Head of Transaction Accounting and GAAP
Conversions, Ernst & Young
Michael Oppermann, Partner, Head
of Financial Accounting and Advisory
Services, Ernst & Young
Conversion Phases
Phase 2 – Design and planning
The purpose of the design and planning phase is to set up the
structure and project management organization. A key task in
this phase is the development of customized IFRS work plans
for high and medium impact accounting work streams based
on the accounting differences identified during the diagnostic
phase. The work plans provide support for every accounting
difference between German GAAP and IFRS by identifying
specific steps to bridge the difference and to conclude an
accounting entry to create the IFRS opening balance sheet.
The work plans offer other helpful information to support the
execution of the conversion such as necessary information
for the respective work steps, personal responsibility,
available enablers and tools to support execution of the step,
detailed timing for every work step and scoping information.
Phase 3 – Solution development and
Phase 4 – Implementation
The purpose of the solution development phase is to select
accounting and reporting solutions in compliance with IFRS
requirements. The objective of this phase is also to produce
the opening balance sheet and the balance sheets for the
comparison periods for all entities of the converting group
Equity Forum
and the preparation of the reporting packages for all necessary notes information for the consolidated IFRS financial
statements. Therefore these activities take place at the level
of the material group entities and at corporate level. The
scoping of material group entities happens during the diagnostic phase.
A combined Phase 3 and Phase 4 approach is often very
successful because of the frequently very tight timeline for the
IFRS conversion in an IPO process. Using technical memos
as the main documentation tool for the combined phase, all
necessary documents should be gathered focusing on the
accounting application at the IFRS opening balance sheet
date and on the determination of the appropriate accounting
policies. The next step is to document and calculate the
adjustments for the IFRS opening balance sheet and balance
sheets at the end of the comparison periods. If the IFRS standards offer options, the converting company documents the
impacts on the company’s relevant KPIs for the different
accounting alternatives in the technical memo and selects the
method which best supports the company’s conversion
objectives.
Instead of sequencing the different phases, we suggest
timing the different accounting work streams by their importance for the converting entity’s conversion process.
Based on the specific accounting policies and solutions
developed, we recommend a focused 2 to 3 day IFRS training
course. Finally, the development of an IFRS specific chart of
accounts, of skeleton financial statements and of the first
IFRS note disclosures is an important step in finalising the
IFRS conversion. Illustrative IFRS financial statements or best
practices from other IFRS reporting entities and IFRS disclosure checklists can be used.
Conclusion
The IFRS conversion process is one of the key aspects in an
IPO readiness project and is one of the most time consuming
exercises. Therefore an effective approach like the one
presented is critical for the entire timing of the IPO. Additionally, the smartest application of IFRS conversion options and
flexibilities can tangibly help to make the “bride beautiful” for
potential investors.
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Equity Forum
Embracing transfer pricing at arm’s length
Documenting transfer pricing is a challenging process
Growth in global trade has created opportunities for corporations to use transfer pricing through offshore subsidiaries
to their advantage. However, tax authorities have recognized the missed revenue opportunity and are quickly
plugging the loopholes. The lack of uniformity in rules
across borders has created complexity for multinationals
and tax authorities alike. To solve the problem, practitioners
can benefit from transparent methodologies to determine
transfer pricing charges in intercompany transactions, also
known as “arm’s length” interest rates. The arm’s length
principle requires that the pricing of any intercompany
transaction is comparable to the price that would be
received if the same transaction were conducted on the
open market, between two unrelated firms.
Dr. Christian Thun is responsible for
providing thought leadership on credit
risk management and strategic business development and as a main contact for regulators and senior client
management.
Dr. Christian Thun, Senior Director –
Business Development – EMEA,
Moody’s Analytics
Corporations in the spotlight…or headlights
Corporations engaged in transfer pricing have to be alert to
the risk that tax optimization, if not done correctly, is tax
evasion. They have to ensure that they are not engaged in
any tax practices that may subject them to investigation,
prosecution, and severe penalties. This is not solely
because of the significant management time that will be
consumed in responding to and resolving tax inquiries, but
because of the risk of damage to their reputations both in
the public perception and in the minds of the tax authorities.
Moreover, failure to provide a transparent, auditable
process to maintain compliance with transfer pricing guidelines may result in substantial risks for firms. These include
compliance issues, financial penalties, and double taxation
charges, brand and reputation risk - not to mention jail time
for tax evasion. For example, the penalty for extreme cases
of tax fraud in many countries - including Singapore, Austria, Belgium, Czech Republic, and Denmark - may result in
imprisonment. Such oversight could also lead to the expen-
Figure 1: Pricing intercompany transactions using RiskCalc Plus is a straightforward process
Source: Moody’s Analytics
Page 26
Equity Forum
diture of substantial management
time and consulting fees to manage
or resolve the transfer pricing issues.
Shouldering regulation for
arm’s length transactions
The international nature of trade and
the associated jurisdictional conflicts
have resulted in a complex set of
rules governing transfer pricing and
no consistent regulation of the practice. Developed nations have come
together via the Organization for
Economic Co-operation and Development (OECD) to produce guidelines
that make provision for fair, competitive intercompany transactions that
also provide a sufficient degree of
transparency for regulatory agencies. It is generally accepted that
corporations have been slow to
adopt these guidelines, as there are
no universal penalties in place to
enforce the “ideal” transfer pricing
guidelines set forth by the OECD.
While there is lack of uniformity in the
rules, the one thing on which virtually
all tax authorities agree is the principle that the interest rates used by
corporations in transfer pricing transactions should be determined at
arm’s length. Tax authorities require
corporations to demonstrate that
prices have been arrived at “objectively” for tax purposes and that they
are not priced with the sole purpose
of reducing the corporation’s tax bill.
While this principle is simple, it is
often difficult to determine the
pricing of an arm’s length transaction
with any precision. To do so requires
heavy analysis and access to extensive databases for comparative purposes.
Bringing objectivity and transparency to arm’s length transactions
In today’s environment it is clear
that governments are expecting
transparent, reproducible, objec-
tive interest rates, which are easy to
document.
A third party tool that is increasingly
being adopted by transfer pricing
practitioners to determine competitive, arm’s length, interest rates
for intercompany transactions is
Moody’s Analytics RiskCalc Plus.
RiskCalc Plus provides transfer
pricing practitioners with an objective, quantitative model to determine probability of default (PD) and
an implied credit rating for private
firms across a broad range of
countries and industries. Tax professionals can then map the
RiskCalc Plus rating for a company
subsidiary to comparable transactions in the capital markets.
RiskCalc Plus helps practitioners
document their analysis and
methodology in a format that meets
the requirements of the relevant tax
authorities. In the global context of
transfer pricing, RiskCalc Plus
provides a standardized approach
that can be used in all documentation presented to the tax authorities.
Conclusion
The expansion of international trade
has created opportunities for corporations to use transfer pricing for
minimizing tax liability. At the same
time, governments around the world
are increasingly looking at ways to
decrease budget deficits. To do this,
they are increasingly motivated to
find sources of revenue that have, to
date, escaped all but cursory
scrutiny. As tax authorities are
paying greater attention, the pressure is now on for corporations to
demonstrate transparent pricing of
intercompany transactions and the
costs of providing funds to subsidiaries. Moody’s Analytic’s Risk
Calc Plus gives corporations the
requisite tool to justify and defend
the objectivity of their pricing.
Page 27
Wer
unterstützt
jene, die
den Mittelstand am
Kapitalmarkt
unterstützen?
Equity Forum
Optimized refinancing processes
How rapidly changing financial markets require companies
to adjust their refinancing processes
The financing environment is experiencing significant
changes: Companies are required to adjust refinancing
processes to tap modern financial market potential and to
maintain competitiveness.
Financing environment changes
Customary refinancing processes for German companies
reveal three major drivers that hinder optimized results in
modern financial markets. Firstly, there is a strong preference to narrow the investor spectrum to familiar and
already committed investors (“Hausbankbeziehung”).
Secondly, refinancing processes are rather based on
opportunistic motives than on strategic considerations,
affecting covenants, maturities, security for collateral
availability and other costs that may interfere with business
plans and strategic scenarios. Thirdly, German companies
also tend to prioritise secrecy over publishing investor
focused performance figures and ratios constraining their
attractiveness to international financial markets.
While these drivers enabled good refinancing results in
times of limited financing alternatives and an interesteffective Hausbankbeziehung, they fail to do so in today’s
financial market environment. The latter is affected by information technology advances and regulatory reforms. While
transaction costs decrease and the depth of modern finanFigure 1: The FCF Finance Triangle
Kai Frömert, Director,
FCF Fox Corporate Finance GmbH
Alexander Wiegelmann, Associate,
FCF Corporate Finance GmbH
cial markets increases by trend, new regulations become
game changers. For example, Basel directives reduce the
attractiveness of bank financing through the Hausbankbeziehung due to standardized risk calculation
processes and hence interest pricing. As a result, in order to
optimize refinancing processes today, the increased complexity of competing terms and conditions should be
considered. In this context the FCF Finance Triangle
provides guidance to the growing spectrum of market and
borrowing based financing alternatives offering attractive
financing solutions.
Untapped financing potential
Source: FCF Fox Corporate Finance GmbH
Page 28
So far the majority of German mid cap (“Mittelstand”)
companies has not tapped the potential of modern financial markets. Companies lacking an understanding of the
currently changing environment of financial markets may
find themselves constrained by inflexible and sub-optimal
financing structures, e.g. preventing the exploitation of
growth opportunities by tight covenants. In addition,
CFOs should carefully consider security/collateral structures in order to avoid over-collateralization and to maintain sufficient cushions of valuable assets allowing
access to alternative financing sources such as factoring,
sale & lease back or borrowing-base structures. Rethinking
Equity Forum
Foto: PantherMedia/Alexskopje
traditional procedures and reacting
to market changes become key
issues in order to prevent negative
effects.
Financing aligned with
business planning
In today’s global financial markets
mid cap companies also need to
adapt to generally accepted performance figures and ratios meaning
that internationally standardized
leverage, profit, cash-flow and
balance-sheet (debt and equity)
ratios gain importance. Furthermore, in light of an increasingly
heterogeneous and complex financial environment, chances and risks
become more difficult to judge.
Companies who respond to such
rising complexity through clearly
deriving their future financing needs
from sound business plans and
strategic scenarios will benefit from
banks’ and investors’ returns in the
future.
Business plan and strategy aligned
financing structures, in contrast,
require maturities and covenants to
reflect the projected business
growth path, ideally providing ample
financial flexibility and headroom
thus supporting potential upside
scenarios. For companies to master
the transition into the new financing
environment it is important to initially
match credit lines with investment
cycles and working capital needs
while subsequently realizing strategic scenario and risk management
considerations. For instance, times
of stable and growing company
performances are suitable for completing refinancing processes with
attractive terms for credit lines
expiring within the next 12-24
months.
Company management needs to
consider the downsides of this
approach to effectively overcome
opportunistic temptations, which
allow realizing lower interest rates
through short-term working capital
lines of credit (at arm’s length). In
times of financial crises such shortterm lines of credit may not be prolonged and alternative sources of
funding may be unavailable. In such
a situation the balance of powers
changes and business planning –
not to mention business strategy –
becomes determined by financing
constraints.
Finally, adjusting to the new financing environment consumes resources and requires in-depth skills
in various financial instruments.
These requirements result from
structuring and preparation tasks as
well as from managing process
steps and negotiations with competing financers in auction processes. External advisors provide
guidance to relieve CFOs by corresponding with financial investors,
offering contacts to fund administrators and possessing a vast understanding of realistic pricing and
credit conditions.
Page 29
Die Bank,
die es
möglich
macht: die
biw AG.
Die biw AG steht der
, einem
Spezialisten für die Beratung mittelständischer Unternehmen, zur Seite.
Zusammen begleiten und koordinieren
wir als langfristiger Partner IPOs, EquityCapital-Markets-Transaktionen und
beraten bei Fusionen und Übernahmen.
Mehr über die biw AG, unsere WhiteLabel-Bankdienstleistungen und das
Möglichmachen unter www.biw-bank.de
Equity Forum
Financing in China
Challenges for medium-sized firms
Financing is defined as the act of providing funds for business activities. This can be achieved either by equity
financing (e.g. IPO) or debt financing (e.g. bank loan).
Currently both means of financing are difficult to obtain for
Chinese medium-sized firms. The following article provides
a brief introduction to the dilemma of medium-sized
Chinese firms with a focus on the closure of the stock
exchanges in Shenzhen and Shanghai.
The economy in China is heavily government influenced. In
2008, over 80% of fixed-asset investments were government supervised, state-owned enterprises (SOE) dominate
many fields of business. In addition, not one single nonforeign bank exists in China without a government shareholding. This de facto excludes private enterprises from
bank loans. Government owned banks prefer to lend to
government-owned or influenced companies. SOEs are not
known to be superfast payers (in fact some argue that a
number of SOEs are in such a strong position that they only
pay once a year), but they are reliable payers. As private
firms are excluded from bank loans, a shadow banking
industry has been created that is enormous in volume and
its impact on the economy. Much of China’s small-scale
economy like merchants and start-up entrepreneurs need
to use micro-credits from private lenders. Interest rates can
be huge, up to 20% or 30% annually. Nonetheless, those
small-scale business men and women cannot obtain any
other means of financing and still make profits out of their
businesses.
Tim Sichting, German CPA,
Yi Ding, China Desk,
BDO AG Wirtschaftsprüfungsgesellschaft BDO AG Wirtschaftsprüfungsgesellschaft
As bank financing has been difficult to obtain in China for
many years, Chinese entrepreneurs have a long history of
going public and using outside investors to finance businesses through the stock exchange. Foreign stock
exchanges have been popular listing destinations, with
many Chinese firms listed in Hong Kong, Singapore, the US
and also Frankfurt. Due to accounting irregularities (“Sino
Forest”/ “Long Top”) and investor concerns, foreign stock
exchanges these days are not very receptive to Chinese
firms which only leave the mainland Chinese stock
exchanges as possible listing destinations. In 2012, a
significant share of all listings at the Frankfurt Stock
Exchange were from China or linked to China.
Winter time for mainland China IPOs
“
As bank financing has been
difficult to obtain in China for
many years, Chinese entrepreneurs have a long history of
going public and using outside
investors to finance businesses
through the stock exchange.
„
Page 30
Unfortunately for Chinese business owners, the Chinese
regulator for the stock exchanges, the CSRC (China Securities Regulatory Commission), decided to freeze IPOs in
mainland China in December 2012. The reason for this
freeze is the CSRC’s attempt to restore investor confidence
after a number of Chinese firms also had to restate financial
information or even admit fraudulent practices on China’s
major stock exchanges. Even though this year’s performance at the Shanghai stock exchange is slightly positive (plus 1.5%), the worst performer Sinovel Wind Group
Co. has seen a loss of more than 80%.
Equity Forum
In the pipeline
One consequence of the freeze on IPOs is that there is a
long queue of more than 800 companies that have plans to
go public. The fundraising plans at China National Nuclear,
low budget airline Spring Airlines and other enterprises
have been disrupted. During the last 12 months the CSRC
has redrafted its listing rules and also ordered investment
banks, auditors and lawyers to carefully double check the
financial and operational information of IPO applicants
before the IPO. More than 100 companies are said to have
passed the re-examination of the CSRC and could potentially list on short notice. On the other hand, a prudent
approach is required in order to not overburden the capacity
of investors on the market.
Outlook
The CSRC also aims to hold investment banks much more
accountable for financial information and the financial performance of newly listed companies post-IPO. The draft
rules would impose penalties on banks and their employees for including inaccurate information in a prospectus
and not fully disclosing relevant risks. Bankers could be
punished if a company has to report a reduction of more
than 50% in profit in the first year after listing. Also the regulator could suspend securities firms from underwriting and
bankers could be banned from filing new applications for
up to one year. Furthermore, advisors, auditors and lawyers
could also be held responsible. This whole process will lead
to a more diligent approach from investment banks, auditors
and lawyers and ultimately raise the cost for fundraising,
especially for investment banks, as the CSRS could force
investment banks out of the market that do not act with the
required level of due diligence. Even though the measures
seem harsh this is a possible way to restore investor confidence. Uncertainty exists about when the final listing rules
will be published by the CSRC and when the IPO freeze will
be terminated. Every month articles and rumours claim that
the IPO freeze will end soon, but so far no precise time table
exists and even Chinese IPO experts are very cautious
about predictions. Our internal experts in China are sure that
listings will not be possible within 2013 and that the IPO
freeze could even continue another 12 months or so. The
beneficiary of this is the shadow banking industry, an industry
that is not regulated or supervised in any way.
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PNE WIND AG Peter-Henlein-Str 2-4 | 27472 Cuxhaven | Telefon: 04721 - 718 06 | Fax: 04721 - 718 444 | [email protected] | www.pnewind.com
Equity Forum
EuroQuity goes European
French-German matching platform for companies seeking
capital and technological partnerships opens up to the
European market
EuroQuity is a free of charge online service created by the
French Promotional Bank Bpifrance in order to match
emerging companies and their potential partners, in particular investors, for equity financing and building technological partnerships. The platform has been in existence in
France since 2008, operated by Bpifrance. EuroQuity was
introduced onto the German market in November 2012
through a licence agreement between Bpifrance and KfW,
responsible for the operation in Germany.
On EuroQuity, users of all types can align with others in
online communities that are either regional or theme-based.
Membership in a community increases the visibility of the
user-profile and facilitates communication with interested
business partners. Being aware that the competitiveness of
an SME today more than ever requires their capability to
assert themselves on the global market, Bpifrance and KfW
had already agreed on the possibility of an EU-expansion of
the bi-national matching platform EuroQuity when they
both opened up access to it at the end of 2012.
Now, barely one year later, EuroQuity is being made available
beyond Germany and France to the European market in
general starting in October 2013: www.euroquity.com/eu.
The new European space's first community will be the panEuropean project European Investor Gate (EIG).
The EU-project European Investor Gate (EIG) has been
launched to overcome the funding shortfall often referred to
as the “Innovation gap” or “Valley of death” and to get
more innovative research results on the market. EIG is a
consortium of the MFG Innovation Agency for IT and Media
from Baden-Württemberg, Media Deals, Bpifrance (France),
Page 32
Astrid Kricke is a lawyer and has been
working at KfW since 2001. Since the
start of EuroQuity in Germany in
November 2012 she has managed
content and user-admission of the
German EuroQuity space.
Astrid Kricke, Country Administrator,
EuroQuity Germany
Go beyond Ltd. (Malta) and Dublin Business Innovation
Centre (Ireland) that responded to a European Commission
call based on the 7th Framework Programme for Research,
Technological Development and Demonstration. Partners
of the EIG-project are the IBAN Association (Italy) and the
Business Angels Europe (BAE).
EIG aims to bridge R&D and marketing in a European
dimension and is working on easy access to the market for
seminal developments. The project wants to close the gap
between public research funds and private investors and
thus promote the commercialisation of innovative R&D
results.
For EIG an important tool to reach their aims was the
opening of a European space on the EuroQuity platform in
October 2013. EIG will launch the first community inside the
European space gathering users from the ICT sector (Information and Communication Technology) from all 28 EUmember states. With the help of EuroQuity investors’ attention is to be drawn to promising start-ups and their potential
R&D results. In this context EIG will also specifically inform
investors about the market potential of research results.
Furthermore, start-ups and entrepreneurs will get fit for
investors e.g. by optimizing the presentation of their ideas
and technologies and enable users to extend their
networks online.
Wer denkt
bei einer
Pipeline schon
an Biotech
Durch eine Pipeline fliessen nicht nur Öl und Gas. Bevor neue Medikamente den Markt erobern,
durchlaufen sie einen komplexen Forschungs- und Zulassungsprozess. Welche Wirkstoffe sich in
der Entwicklung befinden, zeigt die Pipeline eines Unternehmens. Prall gefüllt ist sie heute vor
allem mit hochwirksamen Medikamenten aus der Biotechnologie. Sie zielen auf die Ursachen
von körperlichen Defekten und eröffnen der Bekämpfung lebensbedrohlicher Krankheiten neue
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jetzt in den Markt der Zukunft – und in den medizinischen Fortschritt. ISIN: CH0038389992
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notiert. Obige Angaben sind Meinungen der
BB Biotech AG und sind subjektiver Natur.
Die vergangene Performance ist keine
Garantie für zukünftige Entwicklungen.
Investor & IR-Forum
Rights and risks in restructuring situations
New rules for the recapitalisation of German stock
corporations in distress
In spite of the positive economic environment in Germany
and relative high levels of stock indices, significant restructuring situations arose in the recent past which also
involved listed companies, e.g. Praktiker, Solarworld or IVG.
The planned reform of the Stock Corporation Act provided
further restructuring tools, but its implementation has been
put on hold. On the other hand, the new Facilitation of Corporate Restructuring Act (“ESUG”) increased the options
available to a company in restructuring situations. This
raises the question whether the legislator has achieved its
objectives or partly overshot the mark.
1. Instruments of recapitalisation
In an economic crisis, i.e. before insolvency actually occurs,
shareholders have the option to provide the company with
fresh money or, if the relevant creditors agree, to consent to
a debt to equity swap whereby new shares are issued to
such creditors against a contribution/waiver of their claims
under the debt instruments. In the latter case, the shareholders become diluted, the creditors become new shareholders and the company avoids its (imminent) overindebtedness.
Alternative techniques include the issuance of Contingent
Mandatory Exchangeable Notes (COMEN) as was used for
the repayment of silent participations of the SoFFin by
Christoph F. Vaupel, Partner,
Taylor Wessing
Dr. Lars-Gerrit Lüßmann, Partner,
Taylor Wessing
Commerzbank or of Contingent Convertible bonds (CoCobonds). COMEN were used for a pre-placement of shares
issued at a later point in time against debt. CoCo-bonds are
long-term subordinated bonds with a coupon that are
automatically converted into new shares once a trigger
event occurs; otherwise, the CoCo-bonds are to be
redeemed at the end of their term. CoCo-bonds are usually
covered by contingent capital, which is however limited to
50% of the issued share capital. The intended reform of the
Stock Corporation Act provided not only explicitly for the
granting of the conversion option to the company and not
the bondholders, but also for the abolishment of such limitation if the trigger event was imminent insolvency. As of
today, this limitation still applies.
2. Shareholders’ rights and duties
in a recapitalisation
Illustration: PantherMedia/Radiantskies
Page 34
All capital measures require the consent of the shareholders and shareholders are generally free to decide
whether or not they are willing to grant their consent. However, shareholders owe fiduciary duties to the company
such that, under certain circumstances, they must not prevent a recapitalisation of the company, e.g. by way of a debt
to equity swap, and may thus be required to consent to
such a recapitalisation. In addition, the ESUG now provides
that the current management may continue to manage the
Investor & IR-Forum
company also in case of an imminent insolvency (although under supervision of an administrator) and to
implement an insolvency plan. Such an insolvency
plan may include a debt to equity swap.
ADC AFRICAN DEVELOPMENT
CORPORATION
The consent of the shareholders to such an insolvency plan is deemed to have been granted if their position after the implementation of the plan is not worse
than their position would have been without the plan,
provided that the majority of the other creditor groups
agreed to the plan. As in a situation of (imminent) insolvency the equity value is often close to zero, shareholders may as a result become significantly diluted
even without their consent.
In these circumstances, the shareholders do not
have the option to decide on whether the company
shall continue its operations or to liquidate the company. Whether or not a liquidation may be preferable
as opposed to a dilution (possibly close to zero) by
way of a debt to equity swap is primarily a matter of
valuation of the company’s assets. Shareholders
have, however, only very limited legal remedies
available against the implementation of an insolvency
plan and usually do not have access to the information necessary to assess the position of the company and the valuation of its assets. Therefore, the
management of the company can effectively control
the process, possibly also to the detriment of its
shareholders.
3. New risks for management
The limitation of the rights of shareholders under the
ESUG results in a shift of power and control to the
management and creditors, which in practice are (at
that point in time) quite often hedge funds. Whereas
management is required to properly balance the
interests of shareholders and creditors, hedge funds
require an adequate return on their investment and
management may have a strong interest in the continuation of the operations of the company. In such a
situation, management might come under pressure to
agree to terms more beneficial to the creditors than
may be necessary in order to obtain their approval for
the insolvency plan. In such a case, the implementation of the insolvency plan would be more detrimental
to the shareholders to the benefit of the creditors. As
a consequence, management may face serious
liability not only if the company becomes insolvent,
but also if the company is recapitalised under the new
rules without the consent of the shareholders and if
the management also fails to adequately protect the
best interests of the shareholders, too.
Page 35
YOUR GATEWAY TO AFRICA
www.african-development.com
ISIN DE000A1E8NW9
Investor & IR-Forum
Cash was king
Option dividends are gaining ground
The concept of offering shareholders a choice between a
cash dividend and a stock dividend has become a topic of
great interest in Germany following Deutsche Telekom’s
first move in this direction. There is good reason for that
provided that the option dividend is structured appropriately.
Deutsche Telekom saved over a billion euros this summer –
without resorting to cost-cutting. The key was an innovative
method of rewarding shareholders. The company offered
its shareholders the choice between a cash dividend of
EUR 0.70 or one new share for every 12.5 shares they held.
Nearly 40% of shareholders opted for the shares. That
represented a cash saving to the company, which intends
to use the resulting financial leeway to drive forward expansion of the broadband network in Germany.
Innovative but not new
The market response to this new option was positive: at any
rate, shares in Deutsche Telekom rose substantially following the announcement. Although the offer was touted as an
innovative step in Germany, it is neither new nor unique.
Ultrasonic AG, the Cologne-based holding company of a
Chinese footwear manufacturer, introduced the concept
last year and its Annual General Meeting voted in favour of
repeating the scheme in 2013. Shareholders received one
bonus share for every 20 shares held. They were then given
the option of selling the new shares back to the company at
Axel Rose is part of the Corporate
Actions & Documentations team at
BankM – representative office of biw
AG, a Frankfurt based investment
bank, supporting small and mediumsized enterprises listed in Germany.
Axel Rose, Corporate Actions &
Documentation, BankM
a fixed price through a public tender offer. In this way,
shareholders were offered the option of converting their
bonus shares into a cash dividend, depending on their
preferences.
However, Ultrasonic did not invent this construction. It has
long been commonplace elsewhere in the world. Companies in a wide range of countries and sectors – from Gaz de
France to British Petroleum – use these types of tools (see
table). In Spain, seven of the ten largest companies quoted
on the IBEX index recently offered investors the option of
receiving a stock dividend. Alongside banks such as Banco
Santander and BBVA, they included oil
Figure 1: Selected companies applying scrip dividend schemes in 2013
giant Repsol, telecoms company Telefonica
and
power generator Iberdrola. The fact
Company
Origin
Sector
Dividend per share
Acceptance rate
CaixaBank
Spain
Banking
EUR 0.05*
93%
that many investors opted for the shares
Banco Santander
Spain
Banking
EUR 0.15*
86%
despite the difficult situation in the country
BBVA
Spain
Banking
EUR 0.12*
86%
Ultrasonic
Germany
Consumer goods
EUR 0.46
83%
shows that this tool does not simply benefit
GDF Suez
France
Utility
EUR 1.50
78%
Michelin
France
Automotive
EUR 2.40
ca. 75%
companies, it is also accepted by shareVeolia
France
Utility
EUR 0.70
65%
holders, who welcome the choice of
Iberdrola
Spain
Utility
EUR 0.143*
65%
Telefonica
Spain
Telecommunications
EUR 0.53
>60%
methods of participating in the company’s
Repsol
Spain
Oil/gas
EUR 0.04
59%
ACS
Spain
Construction
EUR 1.112
55%
performance. Investors who reinvest their
Deutsche Telekom
Germany
Telecommunications
EUR 0.70
38%
dividend benefit most as they do not incur
Shell
UK
Oil/gas
USD 0.45*
n.A.
BP
UK
Oil/gas
GBP 0.05763*
n.A.
transaction
costs and may even receive a
RSA
UK
Insurance
GBP 0.039*
n.A.
SSE
UK
Utility
GBP 0.59*
n.A.
premium depending on how the offer is
Intu
UK
Real estate
GBP 0.10*
n.A.
structured. In any case, they can cash in
British Land
UK
Real estate
GBP 0.066*
n.A.
their shares on the market at any time.
*) interim dividend; source: BankM
Page 36
Investor & IR-Forum
Figure 2: Spoilt for choice – Ultrasonic’s option dividend model
Option A
Option B
Option C
Acceptance of the
bonus shares
Sale of the bonus
shares via the
public tender offer
of the company
Sale of the bonus
shares via the
market
Source: BankM
A success story, not a cost trap
It sounds like a win-win situation, so why do hardly any German companies offer this type of dividend option? “Basically because the procedure in Germany is complicated”
complain lawyers. Unlike the situation in many other European countries, there are no clear rules on option dividends
in German corporate law. Instead, German legislation
allows for dividends to be paid in kind. That naturally
includes payment in shares, but here the legislation means
shares that have already been issued, in other words,
shares that first have to be repurchased by the company.
“With around 1.6 bn shares eligible for a dividend, a transaction like this is extremely complex”, explained Rainer
Krause from the Hengeler Müller law firm, which advised
Deutsche Telekom on its stock dividend, in the media.
However, some of the complexity was caused by the company itself. For example, it wrote individually to shareholders to inform them of the offer in a bid to raise the takeup rate. DWP Bank, the custodian bank for many Telekom
shareholders, distributed around 5 million sheets of paper
alone. Moreover, the structure of the associated capital
increase did nothing to minimise complexity. In order to
take up the scrip issue, investors had to fill out a special
form transferring their claim to a dividend to Citigroup,
which was responsible for handling the transaction.
Deutsche Telekom calculates that the transaction (including
the fee paid to Citigroup) cost it around EUR 1.4 million.
Simpler procedures
Ultrasonic AG provides a good example of how option dividends can be handled far more simply, even in Germany.
The Annual General Meeting passes a resolution on a capital increase out of company funds. Shareholders are then
allocated bonus shares in a specific ratio to their shareholdings and the company simultaneously publishes an offer to
repurchase the shares at a set price. Investors can opt to
sell their bonus shares to the company under the public
tender offer and thus receive a (cash) dividend, sell their
shares on the market when the repurchase offer has
expired and thus obtain the current market price, or hold
the shares in the hope of benefiting from future price rises
(see diagram). The options are the same as at other companies that offer stock dividends. The difference here is that
shareholders have to take action if they prefer to convert
their bonus shares into a cash dividend. In return, the less
complex procedure means that the cost of the associated
banking transactions is in the low five-digit euro range. And
evidently, the simpler the procedure, the higher the savings
that option dividends offer companies.
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Investor & IR-Forum
Integrated reporting – doing it the right way
How close are we to the beginning of a new era in
capital market communication?
Critics of “non-financial” key figures were taught a lesson at
the latest with the beginning of the financial crisis. The longterm success of a company and thus its performance in the
capital market cannot be steered alone by way of classical
key financials and existing risk management systems.
The previous separation of “hard” financial and apparently
“soft” non-financial aspects is a thing of the past. Sustainability is now regarded as relevant to business. “Non-financial” values are deemed to account for a good part of enterprise value, especially in the long-term. Accordingly, the
integration of sustainability aspects in company analysis is
becoming increasingly important.
One must, however, distance oneself here from a pure
“ESG” (environmental society governance) view as can be
found in most of the analysis models available on the market. Sustainability is an investment issue. Every company
focuses its attention on economic success. The goal of
every investor is to achieve a return. For this reason, and
from DZ BANK’s point of view, the integration of economic
prospects is indispensable as the fourth dimension of sustainability analysis.
Figure 1: Sustainability dimensions of DZ BANK Sustainable
Investment Research
Economy
Social
Company
Corporate
Governance
Ecology
Source: DZ BANK Sustainable Investment Research
These four sustainability dimensions may not be looked at
in isolation from one another, but need to be analysed in a
Page 38
Marcus is Head of Sustainable Investment Research at DZ BANK. In his
role he has published various SRI sellside reports as well as the 2012 CDP
DACH report. In 2011 he introduced
the bank’s own SRI rating methodology for listed equities.
Marcus Pratsch, Head of Sustainable
Investment Research, DZ BANK AG
shared context as they mutually influence each other. Only
those companies that identify the interdependences
between the individual dimensions and report on these
accordingly will be successful over the long term.
Writing the long-term equity story in the language
of the capital market
The information requirement of investors who value companies holistically, in other words with an orientation towards
sustainability, differs from that of the traditional investor due to
greater complexity, as short-term return aspects are no longer
crucial to the investment decision. This is where integrated
reporting as a holistic concept combining classic financial
reporting with non-financial reporting elements comes into
play. After all, it is high time that the increasing amount of
reporting be replaced by a holistic picture of the company.
The advantages are obvious. Reporting that paints a holistic
picture of a company drives strategy forward, creates confidence and a reliable basis for decision making. Companies that take this to heart know their relevant – and thus
also non-financial – value drivers better and gear their
strategies and management models to them. An integrative
report serves as a business card. It is far from being a dreary
obligatory medium that merely gives account of the past
financial year. It is rather a highly important strategic corporate
T
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T
T
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V A L U A T I O N M I D M A R K E T E V A L U A T
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U A T I O N M I D M A R K E T E V A L U A T
MID-MARKET EVALUATION
A PURPOSE-BUILT BENCHMARK
OF CREDITWORTHINESS
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www.standardandpoors.com
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Investor & IR-Forum
Figure 2: Seven best practice recommendations for corporate sustainability reporting
Source: Deutsche Börse AG, Communicating Sustainability - Seven recommendations for issuers
communication instrument that aims to convince its
readers of a compelling equity story.
In order for an integrated reporting system to really enhance
the quality of reporting we believe there are several aspects
of form and content that need to be respected. Deutsche
Börse’s voluntary guidelines “Communicating Sustainability
– Seven recommendations for issuers” which aim to
encourage companies to make use of sustainability topics
in their capital market communication and to integrate them
systematically is an excellent orientation aid.
The company’s business model and its strategy should be at
the centre of integrated reporting. In addition, the needs of all
of a company’s stakeholders should be taken into account in
the report. With regard to “non-financial” key figures, companies should concentrate on a manageable number of parameters relevant to governance. These should be included in
the management’s decision-making processes, be linked to
the company’s strategy and illustrate the economic repercussions of ESG factors. In addition, they should be clearly
defined. Quantitative data is to be given priority here over
qualitative information because it often allows comparisons
to be made with other companies. Wherever possible, key
sustainability figures should be presented in the same format
as the key financials. Issuers should therefore try to simplify
the “corporate reality” in such a way that it can be presented
using hard facts and objective figures. They should be aware
here that investors also expect sustainability issues to be
couched in the language of the financial markets.
Page 40
A long but not insurmountable road
Admittedly, in relative terms integrated reporting is still at the
teething stage. Only a few, mostly larger, companies simultaneously provide traditional key financial figures and “nonfinancial” figures. For most companies integrated reporting
continues to represent a major challenge because of the lack
of standards. However, since the gap between the market
value and the book value of shares is becoming increasingly
wide because financial data alone is not capable of fully grasping a company’s value and quality, we shall in the future attach
ever more importance to such reporting. This is also especially
so against the background that sustainability is becoming an
increasingly important competitive factor for companies.
The International Integrated Reporting Framework that the
International Integrated Reporting Council (IIRC) aims to
publish at the end of 2013 will point the way here. The first
discussion paper from 2011 and the draft consultative
paper published in April 2013 currently serve many companies as an orientation aid.
Finally, we are also ultimately seeing the legislator at work. At
the end of the day, all the main information about a company’s situation basically belongs in the consolidated annual
financial statements. In South Africa, for example, integrated
reporting has been obligatory since 1 March 2010 for admission to the stock exchange in Johannesburg. In Denmark,
too, the legislator has already obligated companies to draft
comprehensive reports for shareholders and stakeholders.
THE FINANCING SPECIALIST
ADVISORY | STRUCTURING | PLACEMENT
FCF is a Corporate Financing specialist arranging, structuring and placing equity and debt capital for private and
listed small-/midcap companies. FCF provides its clients with growth-financing, acquisition-financing and/or
refinancing advice and services, supporting them in implementing an effective and capital market oriented capital
structure while reducing the dependency on bank financing.
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Experienced and dedicated team
In-depth market know-how
Building “lifetime“ relationships
Coming Events
7th FCF Family-to-Family Day
Munich, Germany April 10th, 2014
5 family owned companies presenting in front of 50 family offices and high net worth individuals (HNIs)
FCF German Industry Day 2014
Abu Dhabi, UAE May 13th, 2014
up to 10 presenting companies and more than 100 investors from the middle east
For more information on both events please contact [email protected]
FCF Fox Corporate Finance GmbH ● Maximilianstr. 12-14 ● D-80539 Munich ● Tel. +49-89-20 60 409-100 ● Fax: +49-89-20 60 409-299
[email protected] ● www.fcf.de
Contact person: Arno Fuchs ● Mobil: +49-172-86 36 777 ● Email: [email protected]
Investor & IR-Forum
“Excellent IR for our clients is excellent PR for us”
Interview with Anne Hennecke, Managing Partner,
MC Services AG
Accessing the world of Corporate Communications is vital
for any business, especially in terms of Investor Relations.
In light of increasing demands on IR teams and the need for
companies to reduce costs in a difficult economic environment, outsourcing of IR activities is a good option for
accessing seasoned advice and a wealth of experience.
The Conference Magazine spoke to Anne Hennecke about
recent IR trends.
Conference Magazine: Ms Hennecke, what are the current trends in IR?
Hennecke: We are seeing trends in a number of areas. One
important area is the different ways information is being
provided and published. The internet and today especially
social media platforms are becoming standard communication tools including the need to meet all requirements of
fair disclosure under corporate governance guidelines.
Companies need to be much more disciplined today in their
postings so as not to infringe any fair disclosure rules. As
the company’s business card, a website today needs much
more attention in terms of content, structure and accuracy
than in the past.
Conference Magazine: What else?
Hennecke: Another area is the way analysts cover companies. Today, the growing universe of companies is putting
constraints on analysts’ time; in order to be able to properly
support them, IR has to ensure that information is more extensive and in a format that analysts can easily access and
incorporate into their own files and spreadsheets. Additionally, analysts need more intensive support from the IR department given the time restrictions they can afford on a
single company.
“
Companies need to be much
more disciplined today in their
postings to not infringe any
FD rules.
Page 42
„
Anne Hennecke joined MC Services in
2011. Prior to this, she headed the
Investor Relations department of
Evotec AG for 10 years. Anne has
over 15 years experience in Financial
and Strategic Communications. During her career she has managed
Evotec’s IPO on the Frankfurt Stock
Exchange and NASDAQ, multiple
M&A programs and major financial
transactions.
Anne Hennecke, Managing Partner,
MC Services AG
Conference Magazine: What about small cap companies?
Hennecke: Ultimately, the difficulties of small cap companies to attract investors and to raise money on today’s
tense markets are immense. Following the financial crises,
brokers are more and more focusing on large cap companies when organizing roadshows and conferences. These
companies often do not meet internal rules, including a
minimum daily trading volume of over 250,000 shares, to be
regarded as a potential for investments. As a consequence,
small cap companies are falling off the radar of institutional
investors.
Conference Magazine: Any benefits of outsourcing the
IR function?
Hennecke: From the smaller company perspective, outsourcing provides access to senior IR people, specific
industry and capital market expertise, a far broader contact
base of investors including venture capitalists and investment boutiques which are normally interested in taking
smaller investments, and a wider network. Moreover, we
are always on top of new regulatory issues and especially at
peak times can support companies with the management
of complex processes. What’s also important is that we
can call upon extensive experience with third party suppliers and know those offerings with the best value, e.g. web
designers, graphic artists, translators or lecturers, etc. For
Investor & IR-Forum
larger companies with big internal corporate communications teams, these benefits are still very valid.
to maintain and expand IR services without the need to
increase the company’s IR team.
Conference Magazine: What aspects of IR are typically
outsourced?
Hennecke: The outsourcing of marketing and support
functions save time and source special expertise. This is
the case e.g. for event management, including setting up
analyst and investor meetings, organizing AGMs and other
corporate events. We also leverage our expertise in media
strategy; editorial services and media outreach to visibly
position our clients and their successes in the media. Importantly, we have hands–on experience of corporate
actions, to best support our clients in IPOs, M&A events
and fund raisings. Finally, financial reporting is typically outsourced.
Conference Magazine: What’s next?
Hennecke: In smaller companies with limited resources life
is becoming tougher due to increasing demands from both
current and potential investors. More importantly, it is very
difficult to raise funds and more companies now recognise
the need for expert strategic advice, communications
support and marketing. Small companies often completely
lack IR and PR experience in-house and understand that
setting up a corporate communications department is very
expensive and time consuming, especially if the workload
does not justify the employment of a full-time specialist but
requires that level of expertise. In many cases, companies
today are increasingly outsourcing the IR/PR function
completely to external specialists. We constantly work to
promote our clients; excellent IR for them is excellent PR for
us.
Conference Magazine: Do you expect the demand for IR
outsourcing to increase?
Hennecke: Yes, definetly. In the last two years at MC
Services we have seen very strong growth in companies
seeking specific outsourcing services. We expect to see
this growth continue. Bigger companies are addressing internal cost reductions and outsourcing is a very good way
Conference Magazine: Ms Hennecke, thank you very
much indeed.
The interview was conducted by Robert Steininger.
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Telephone +49 40 30293-0 | [email protected] | www.bdo.de
Investor & IR-Forum
Life in a potential conflict zone
How analysts reconcile the needs of investors and companies
According to German law or, to be more precise, the
German Financial Analysis Regulation, financial analysts
(note only independent analysts are allowed to use the title)
are responsible for “the objective preparation and presentation of financial analyses”. This definition also reflects
both actual practice at the leading investment banks (sell
side) and the expectations of market participants.
Christian Obst is an Equities Analyst
at Baader Bank. He is responsible for
the steel and metals sectors.
The work of independent financial analysts spans the
potentially conflicting interests of the companies they
review, investors and their own employers. However, while
at the first time of looking it may seem that these interests
vary considerably, there are many areas of overlap.
In-depth knowledge of a particular sector needed
One of the prerequisites for a successful career as an analyst is in-depth knowledge of a particular sector and of the
companies being reviewed. Analysts must demonstrate the
right skills if they are to be taken seriously and kept regularly
involved in a dialogue by company representatives (CEO,
CFO, Investor Relations). The same is true with regard to
investors who can generally seek the views and assessments of a number of analysts and select accordingly.
Although good analysts need to have a wealth of corporate
data at their fingertips, it is much more important that they
are able to sort that data correctly in a way that allows them
to provide investors with accurate input and suitable
Christian Obst, Equities Analyst,
Baader Bank AG
recommendations. Investors expect analysts to deliver
clear, transparent and comprehensible assessments.
Analysts pass judgment on corporate strategies, business
models and company results. They must have a detailed
knowledge and understanding of the sector. They give a
view of a company’s performance, calculate its fair value
and use this information to support recommendations – in
short whether to buy, hold or sell. These recommendations
are often highly controversial. Generally speaking, companies and those who represent them want to see their share
price go up, thus increasing the firm’s valuation. In this context, sell recommendations are often regarded as unwelcome. Nevertheless, most companies adopt a professional
response to less favourable analyst reviews. In such cases,
however, it is vital that the analyst’s conclusions are wellresearched and clearly explained.
Act as a sparring partner
Photo: PantherMedia/Convisum
Page 44
Turning to investors, the role of the analyst is to contribute
ideas, engage in a dialogue and act as a “sparring partner”.
This involves helping investors to sort, structure and evaluate the daily flood of information. The aim of this dialogue
between analysts and investors is to increase the value of
the latters’ assets. Depending on their investment style and
horizon, the requirements of investors can vary considerably.
Investor & IR-Forum
Taylor Wessing –
Capital Markets
Those focused on regular trading, for example, are
looking for a rapid interpretation of corporate indicators and corresponding recommendations. Investors
with a longer-term horizon often try to avoid the daily
flood of information and look instead for signs of
major changes in key performance drivers.
“
Turning to investors, the role
of the analyst is to contribute ideas, engage in a dialogue and act as a ‘sparring
partner’.
Capability
and
Capacity:
„
As a link between companies and investors, analysts
also act as a neutral reporter whose job it is to explain
and market the ‘story’ told by the listed company.
Analysts not only have to provide a certain number of
key investors with research studies; they also contact
those investors with their latest assessments and
observations. Analysts are able to provide feedback
on an unambiguos message to companies, primarily
through the talks they hold with investors. That message will tell the companies whether the story they
have presented is clearly understood. Analysts maintain a regular dialogue with investors through telephone calls, in one-on-one meetings (often at ‘analyst
roadshows’) and at a wide range of conference events.
> Proven
Track
Record
> Strong
Experienced
Team
> Broad
Industry
Coverage
Outlook
At the end of the day, however, financial analysts are
also employed by investment banks or brokers. They
are an integral part of a wider process that involves
generating returns from the trading of securities or the
investment of capital. In order to play their part in this
process, they need to be recognised as experts; they
need to maintain good contacts with companies and
investors; and they need to provide high-quality and
success bringing analysis.
Page 45
> Europe > Middle East > Asia
www.taylorwessing.com
Investor & IR-Forum
GC Pooling Select, a new era for corporate clients
Eurex Repo, a Deutsche Börse Group company, offers
secured funding via Eurex Clearing as central counterparty
Since the turmoil on the financial markets started, credit
institutions have increasingly preferred to conduct repo
market transactions using electronic trading platforms
combined with clearing services via a central counterparty
(CCP). The advantages of conducting such operations
including the limitation of counterparty credit risk and
anonymous trading convinced more and more banks to join
the GC Pooling market, Eurex Repo’s most successful
interbank market with an average of EUR 160 billion of outstanding volume in July 2013.
The GC Pooling interbank market was launched in March
2005. At that time 10 banks started to trade the first
standardized ECB basket comprising several thousand
ECB-eligible bonds to secure their cash trades. In 2013,
more than 110 international banks from 12 countries
availed of the high-value access to GC Pooling’s liquidity
pool complemented by the safety of Eurex Clearing, one of
the world’s leading CCPs.
Access extended to corporate clients
The ongoing trend to shift money market business from
unsecured to secured is not limited to the interbank market.
An increasing number of buy side customers such as
corporates, insurance companies and asset managers are
familiarising themselves with the topics of default management, risk minimization and collateral management.
Eurex Repo launched its new segment GC Pooling Select in
April 2013 to respond to this need. Both, the new trading
and clearing model as well as the state-of-the-art securities
management functionality are tailor-made for the group of
clients.
Simple, easy trading with Eurex Repo
In contrast to the anonymous interbank market, GC Pooling
Select’s bilateral trading allows banks and their corporate
clients to continue their existing business relationships. GC
Pooling Select clients can act as cash providers to banks
quickly and easily. They just have to enter a quote request,
select specific banks on the trading screen and send it with
a mouse click. The banks then respond with an appropri-
Page 46
Frank Gast, Managing Director,
Eurex Repo GmbH
Gabriele Ristau, Head of Sales &
Relationship, Eurex Repo GmbH
ate offer within a certain period of time. If the corporate
client agrees to the trade, it confirms the offer and the trade
details are forwarded to Eurex Clearing. During the term of a
Select trade, it is also possible to borrow cash up to a
maximum of the amount invested. The term leg of the cash
taker trade has to be identical to the cash provider trade.
The bank collateralizes the borrowed funds using ECBeligible securities from standardized collateral baskets.
These baskets are pre-defined by Eurex Repo and therefore
it is not necessary to negotiate bilaterally on the acceptance of specific asset classes.
After the transaction has been executed, Deutsche Börse
Group’s systems automatically handle all the processing up
to and including the reversal of transactions. The settlement of the trade is guaranteed once the central counterparty Eurex Clearing enters into the transaction. This novation happens as soon as the corporate client has provided
the cash on the settlement day by 14:00 CET at the latest.
Corporate clients do not need to have access to Eurex
Clearing’s systems or to Clearstream Banking’s Collateral
Management System, because Deutsche Börse Group
takes over both the settlement of the cash and securities
concerned as well as the management of the securities
deposited as collateral.
Accountability
is our guiding principle
In today’s banking business, trust is more important than ever. This means
having a partner at your side who acts responsibly. A partner that gives objective
and individual advice to its customers, always keeping their success in mind. For
more than 400 years, Berenberg has been managed by personally liable partners, a principle of accountability that has shaped our company. Today we are a
business with 1,100 professionals in 17 offices in Europe, America and Asia.
For more information, contact Silke Krüger.
Phone +49 40 350 60-513 · www.berenberg.com
PRIVATE BANKING
· INVESTMENT BANKING · ASSET MANAGEMENT · CORPORATE BANKING
Investor & IR-Forum
Fig 1: GC Pooling for banks and GC Pooling Select for corporate clients
Source: Eurex Repo
Corporate clients are not the only ones to benefit from GC
Pooling Select. The funds settled by banks with corporate
clients via the Eurex Clearing central counterparty can be
immediately reinvested in the interbank market. This
relieves pressure on balance sheets because these transactions can be netted.
Trading in the GC Pooling Select segment is available starting at one million euros for all terms (overnight to 24
months), daily from 07:30–18:00 CET (overnight deadline is
14:00 CET). Any funds not needed to settle extended GC
Pooling Select transactions are automatically transferred
back to the specified account at the corporate client’s
correspondent bank after 15:00 CET on the same day.
In summary, GC Pooling Select offers major benefits to corporates:
Page 48
• Secured electronic cash trading denominated in euros
• ECB-eligible securities used as collateral for the
amounts invested
• Flexible terms from overnight to 24 months
• Minimized trading risk due to integrated central counterparty settlement via Eurex Clearing
• Automatic securities allocation and management at
Clearstream Banking
• No fees charged by Eurex Repo and Eurex Clearing
Conclusion
GC Pooling Select is the logical enhancement of the successful GC Pooling interbank market, fulfilling the need of
corporates with regard to minimized counterparty risks and
therefore represents a future trend for the money market
business outside of the banking world.
Investor & IR-Forum
Designated Sponsoring
More than just a quote!
Designated sponsors provide for liquidity in the “Xetra”
electronic transactions system by placing binding buy and
sell orders, otherwise known as “quotes”. However, that
does not adequately and completely describe the tasks of a
“designated sponsor”.
Xetra liquidity measures (XLM)
Emissions must have access to a certain level of liquidity. In
the event that this liquidity is insufficient, the issuer can or
must appoint at least one designated sponsor to raise the
liquidity of the security. The Deutsche Börse measures the
liquidity of securities traded on the Xetra with the benchmark Xetra Liquidity Measures (XLM) and then assigns
them to a specific liquidity category under consideration of
this liquidity value and the current order volume. High-liquid
stocks can primarily be found in Category A and these do
not require a designated sponsor.
As of September 2013, only 92 emissions are currently in
the highly-liquid Category A and if one were to not consider
foreign “bluechip” stocks (Nestle, EADS and Apple, for
example), the number would be even lower. This results in
the “border” between those companies that may or may
not require a designated sponsor to traverse throughout the
MDax and this ultimately affects a large portion of all emissions traded on the Deutsche Börse.
Deutsche Börse exchange ratings
Marc Renell is CEO of RENELL Wertpapierhandelsbank AG. The company,
which was founded in 1985, offer
services in the sectors of Order Book
Management/Specialist, Designated
Sponsoring, Financial Commission
Business and Investment Banking.
Marc Renell, CEO,
RENELL Wertpapierhandelsbank AG
49 companies offer their services in designated sponsoring
and most of them have an “AA” rating (Deutsche Börse AG,
09/2013). An additional criterion for an issuer in search of
this service may be – aside from the rating – the number of
mandates that a particular designated sponsor already has.
But be careful here: Some designated sponsors only use
software programs to quote the stock, automatically. However, the quality of such a service is not comparable to the
service provided by an designated sponsor / trader maintaining a personal contact to the respective client, as a vast
majority of experts in this branch are of the opinion.
In order to more accurately compare the performance of
various security-trading designated sponsors, the
Deutsche Börse implemented an appropriate rating
system. The criteria used in this measurement are “quote
duration”, “average spread” and “volume” of the respective
designated sponsor. The evaluation ranges from “AA” as
the top rating to “DD”, resp. no classification at all. Stocks
from the quotation board do not figure in this classification.
The resulting ratings are made public.
The cost of services provided by a designated sponsor
have leveled out between the various suppliers over the last
few years and range between EUR 1,000 and 3,000 per
month. Particularly “attractive companies” may even be
offered these services at no charge at all, provided, of
course, that the designated sponsor receives authorization
to use that mandate as a reference in their advertising.
Looking for a suitable designated sponsor
Not by a long shot! As mentioned above, securities with
lower levels of liquidity are required to appoint a designated
sponsor in order for the stock to be traded on Xetra. The
designated sponsor assumes the risk that losses may result
Generally, the designated sponsor is appointed by the
issuer and it is often difficult to make this decision. A total of
Page 50
Is this payment only for the quotation?
Investor & IR-Forum
after a binding quotation has been issued. For this reason
alone, it is in their own existential interest to maintain
extremely close contact with the issuer and to regularly
share information with the issuer about the situation in the
market or sector, with members in the issuer’s peer group
as well as concerning the current situation in the securities
exchange. Aside from these aspects, many designated
sponsors offer special monthly or weekly reporting services
that are tailored to the specific needs of the issuer, as well
as an individual evaluation as an additional service. This
carefully prepared and descriptive documentation is highly
treasured by the Investor Relations team of the issuing
organization, because it both complements and lightens the
work they do. So a very close relationship will develop over
the years between the designated sponsors / their appointed
trader and the Investor Relations teams of the issuers.
Current issues involving designated sponsoring
One of the topics that is being discussed heatedly in the
“investor relations community” concerns fragmenting the
liquidity of a stock by trading that stock on various trading
platforms. Tradegate Exchange, in particular, is currently
involved in a discussion with the established exchanges
Xetra and the Frankfurt Stock Exchange involving market
share. The on-going loss of liquidity on Xetra may even
result in “Category A Issuers” being downgraded. This
development in particular, makes the work of the designated
sponsors indispensible.
Another current topic of discussion is the expansion of
designated sponsoring activities into areas of bonds that
extend beyond Federal Government Bonds. This trading,
which takes place parallel to bonds trading on the established exchanges in Frankfurt (Xetra Specialist), certainly
cannot be seen as a success story up to now.
Renell Bank AG will be organizing a workshop covering “Designated Sponsoring”
at this years “Eigenkapital Forum” on Tuesday, 12 November 2013, at 4:00 pm
in room “Hong Kong”. We are looking forward to discussing these and many
other current topics with you.
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Investor & IR-Forum
A new “Neuer Markt”
Opportunity for IPOs of high growth companies?
When mentioning the phrase “Neuer Markt” the public
generally associates it in particular with the negative aftermath of the bursting of the internet bubble on the stock
markets for start-up companies between 2000 and 2001.
However, recently the discussion on how to list companies
with high growth potential was revived by the German Minister of Economic Affairs. Stephan Schambach, founder of
Intershop (one of the pioneer companies on the “Neuer Markt”)
was quoted: “We need a new “Neuer Markt”. Due to the negative connotation of “Neuer Markt” being associated with
capital destruction and fraud, the idea met with a lukewarm
response from the public. As an eyewitness at Deutsche
Börse to the structuring and restructuring of the “Neuer
Markt” at that time, I would like to share some thoughts
regarding the challenges facing any new “Neuer Markt”.
The bumpy road for growth companies
on the European IPO markets
First of all, I would like to clarify two points: (i) the term “Neuer
Markt” is only a synonym for a market place for young, high
growth companies, and (ii) this article shall not consider the
issue of SMEs going public in general, such as family owned
and other “Mittelstand” businesses, but rather the capital
market issues which confront young, potential high growth
companies. In recent years we have seen hardly any SMEs, in
particular high growth companies, going public in Europe.
There have been countless analyses of the rise and fall of
stock markets for young high growth companies. The carelessness that was experienced during the high tech hype at
the end of the last century resulted in the completely riskaverse behaviour of investors in Germany and elsewhere in
Europe. However, in the aftermath of the financial crisis the
pressure to obtain decent returns on capital exceeding inflation has increased. Furthermore, it cannot be neglected that
innovation needs financing. Thus, the question is whether in a
“
Page 52
Furthermore, it cannot be
neglected that innovation
needs financing.
„
Volker Potthoff is an attorney with CMS
and holds several supervisory board
positions. He is a former executive
board member of Deutsche Börse AG
and was a member of the German
Corporate Governance Commission.
Volker Potthoff, Of Counsel,
CMS Hasche Sigle
concerted action one can avoid innovative businesses either
seeking capital in countries such as the US or being bought
by bigger companies mainly from outside Europe.
The challenge: bringing the right stories
together with the right investors
When the debate was started with the phrase “we need a
new Neuer Markt” the negative reaction was obvious: the
“Neuer Markt” was a gambling hall and money was burnt
by failures, including fraud; thus no reason to revive it. Due
to this negative connotation three aspects have been overlooked: (i) there are companies which were listed in the
“Neuer Markt” that have grown successfully, (ii) a discussion about a new market segment for high growth companies in Germany is leading in the wrong direction, and (iii) in
particular in the US we are seeing successful IPOs of
young, high growth companies.
The recent political debate in Germany was initiated by the
Association for Start up Companies. Their interest is to
create more options for equity financing, in particular for
innovation investments. This complements the interests of
VC and PE investors who need additional exit options on the
capital markets. So far, it is not overly difficult to raise capital
during the first stage of financing. Many of the investors in
high tech businesses come from the US. They understand
outstanding.
www.heureka.de
Investor & IR-Forum
the business models and peers much better than most European investors. At the later stage of the financing cycle these
kinds of companies need different investors. They may be
strategic buyers or in the case of an IPO institutional
investors.
Institutional investors are looking for reliable growth stories
with the right risk-return profile. Furthermore, they see
liquidity on the secondary market and good research as key
to their investment decision. As these investors want to
avoid market impact on the secondary market, IPO candidates have to have a minimum size (e.g. market cap above
EUR 100 million) and a reliable track record. This excludes
companies in the start-up phase. Retail investors will certainly not be in the market unless momentum is created by
institutional investors. Apart from the “burned fingers
syndrome” there is a lack of know-how (in particular in
Germany) regarding the simple rules of capital markets
(such as analysis of risk/return profiles and portfolio diversification). In addition, private bankers are withdrawing
from investment advice due to the regulatory costs involved. Last but not least, intermediaries such as I-bankers
or brokers do not have a large appetite for playing their role
as advisors and liquidity providers. Their business models
were hit in the aftermath of the financial crisis and their
focus is rather on compliance than taking care of ECMfinancing for SMEs. It is hard to make money bringing small
caps to the market or taking risky market positions.
Figure 2: US IPO Industry Breakdown (last 12 months)
Transportation,
1%
Business
Services, 1%
Communications, 1%
Utilities, 1%
SPAC, 4%
Materials, 4%
Capital Goods
& Services,
5%
Health Care,
23%
Consumer,
8%
Financial, 19%
Energy, 13%
Technology,
19%
Source: CMS Hasche Sigle, www.renaissancecapital.com
A new cultural approach rather than a
new market segment
Figure 1: Neuer Markt listings which are constituents of the
TecDax (53% of TecDax)
We have to deal with a broad range of issues to create an
attractive market place for high growth companies.
Creating a market segment with a new rule set is not a key
element this time (unlike during “Neuer Markt” times). The
necessary market segments are there. Listing venues
such as the Frankfurt Stock Exchange offer a variety of
rule-sets from requiring quarterly reports, to lock-up
provisions and rules for liquidity providers. What is really
needed is a concerted effort to bring together experts and
stakeholders. There are some initial recommendations:
Source: CMS Hasche Sigle
• Do not damage investments in the equity market for
example by introducing a transaction tax on equities
while treating other asset classes preferentially
• Give high growth companies a platform to present themselves to international investors
• Market the risk-return profile appropriately
• Consider the IPO market only once the company is
ready for it
• Make it economically work for all risk takers (e.g. consider
tax incentives etc.)
• Think pan-European rather than national
• Bring in investors and intermediaries from the US
Page 54
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Investor & IR-Forum
Regulatory change
Its effects on how asset managers consume research
For the last 80 years, regulators in Europe and North America
have sought to protect the interests of investors by limiting
what their money can be used for by asset managers (AMs).
Some services, such as the provision of research, have
been thorny issues. Although research contributes to
investment decisions, it can also be used as a way of attracting other business such as work on corporate transactions. The SEC led the way for much of the 20th century and
since 2000 the FSA/FCA has been trying to separate funding research from deal flow. It now looks as though there
will be a more transparent market for research and AMs will
have to show that any such service for which they use client
money is beneficial to their clients.
Fraser Thorne founded Edison in
2003. He was previously Managing
Director of Equity Growth Research
and prior to that ran Newton Investment Management’s UK smaller company fund – a top decile performer for
six out of the seven years that he
worked on the desk. Fraser often
speaks at events hosted by the LSE.
He holds an MBA and is a member of
the CFA. Edison’s German team is
headed by Reena Dennhardt.
Early days
For many years it was established that broker-dealers were
paid by AMs on fixed commission rates. To attract business, brokers provided ancillary services, e.g. execution
and research. These services were paid for with the money
from the AMs’ clients. In the 1970s, the US Congress
sought to foster competition and protect AMs’ clients by
ending fixed commission rates.
Fraser Thorne, Managing Director,
Edison Investment Research
grew, the question of what constituted third-party research
came under scrutiny and the SEC changed the standard.
From 1986, AMs had to show that the research they bought
would provide “lawful and appropriate assistance to the
money manager in the performance of his investment
decision-making responsibilities.” 2
The 21st century
This concerned brokers and AMs. Brokers feared that their
understanding of capital markets would lose value and execution-only houses would undercut them and dominate the
market. AMs worried that they would be penalised for not
using the undifferentiated services of execution-only houses
because they would be cheapest, even though they found
value in quality research provided under the old system.
Congress paid heed and added Section 28(e) to the Securities and Exchange Act, which provided safe harbor if:
“the money manager determines in good faith that the
amount of the commission paid is reasonable in relation to
the value of the brokerage and research services provided
by such broker-dealer.” 1
The position was reviewed again in the 21st Century. As
financial markets continued to globalise, the SEC took into
account the FSA’s position on the matter and the regulatory
bodies in major financial centres across the developed
world took a similar approach. They were in part responding to the repeal of the US law, which had allowed the integration of retail and investment banks. The integrated
investment banking model cross-subsidised research and
allowed multiple divisions of a bank to cover the cost of
research. The result was the oversupply of research to AMs
and its use as a tool to win corporate work.3
Next steps
Payments to producers of research from AMs came to
reflect deal flow to brokers. In turn, brokers got onto dealing
lists by having low counterparty risk. The FSA authorised
In 1976, the SEC acknowledged that research could fall
within Section 28(e) even if the broker providing the primary
service had not written it. As the range of types of research
1) Securities and Exchange Act, 1934, Section 28(e).
2) NASD Rules of Fair Practice, Article III, Section 24.
3) The changing role of equity research by Richard Wayman, CFA, 14 January 2012
Page 56
Investor & IR-Forum
the unbundling of execution and research in 2003. This
ended the domination of research by investment banks,
removed the one-to-one research-execution relationship and made the research market competitive. The
US followed suit to some extent in 2005, before MiFID
brought the best-execution principle to the EU in 2007.
visionär individuell beständig
Post-Lehman
The financial crisis occurred straight after these major
changes. Bank ROI fell from 25%+ to single digits,
the WACC doubled to 15-20% and leverage was
reduced by higher capital requirements.4 Big banks
were able to pay for research through commissionsharing agreements (CSAs), but smaller ones lost
much of their trading revenue and in the UK CSAs
dropped 80% between 2007 and 2012. In November
2012, the FSA published new rules on the conflict of interest between AMs and their customers. This banned
the use of commission for corporate access and set
out best practice for paying for research services.
UK AMs had to sign a letter stating compliance with
the new rules by 28 February 2013 and the FCA is
following up their guarantees. This means that a return to the situation of the 1990s is unlikely.
Finally, the new Conduct of Business provision
11.6.5E states that:
“…an investment manager will have reasonable
grounds to be satisfied that the requirements of the
rule on use of dealing commission are met if the
research:
a) is capable of adding value to the investment or
trading decisions by providing new insights …
b) whatever form its output takes, represents original thought…does not merely repeat or
repackage what has been presented before
c) has intellectual rigor…and
d) involves analysis…”
Conclusion
The impact is likely to spread beyond the UK as it has
in the past, and will lead to AMs having fixed budgets
to pay for research. The distinction between research
paid for and not paid for by AMs will grow. Research
will come at a price and the decline in research
coverage from banks will continue. As the commission pot continues to shrink, good research will have
to be paid for by other means.
Vermögensbildung durch Immobilienaktien
Als Bestandshalter von Gewerbeimmobilien investieren
wir bewusst im süddeutschen Raum, da wir hier auch
JÂMESHFÄ DHMÄ VDHSÄ ÂADQCTQBGRBGMHSSKHBGDRÄ 6HQSRBG@ESR
wachstum erwarten.
*NMSHMTHDQKHBGÄ RSDHFDMCDÄ 4LR@SYÄ TMCÄ $QSQ@FRY@GKDMÄ
eine nachhaltige Dividendenpolitik und Beständigkeit im
Geschäftsmodell zeichnen unser Unternehmen aus.
-@SHNM@KDÄ TMCÄ HMSDQM@SHNM@KDÄ JSHNM«QDÄ OQNÆSHDQDMÄ RDHSÄ
UHDKDMÄ )@GQDMÄ UNMÄ TMRDQDLÄ JNMSHMTHDQKHBGDMÄ 4MSDQMDG
menserfolg.
Fakten
Stand 1.7.2013
lÄ`#DUDKNONQATX@MCGNKCj2SQ@SDFHD
lÄseit 20 Jahren erfolgreich am Markt
lÄausgewogener Branchenmix in einem Portfolio mit
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lÄÄLÕÄ&DA«TCDMTSYÇ«BGD
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lÄB@ÄÄ,HNÄ$TQNÄ@MMT@KHRHDQSDÄ,HDSDQK¼RD
lÄÄÄCTQBGRBGMHSSKHBGDÄ,HDSQDMCHSDÄYTÄ,@QJSVDQSDM
lÄNAV je Aktie: 13,66 Euro (Stand 30.06.13)
Kontakt
4) Second McKinsey Annual Review on the banking industry, October 2012
Page 57
VIB Vermögen AG
Luitpoldstraße C 70
86633 Neuburg/Donau
3DKÄÄÄ
VVVUHA@FCD
Investor Relations:
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3DKÄÄÄ
ODSQ@QHDBGDQSUHA@FCD
Debt Capital Forum
Know your investors!
Which groups of institutional investors are attracted
to the German “Mittelstand”
Every sales professional knows the magic formula for
generating long-term business success: KYI, i.e. “know
your customer”. Only those who really know which
products their customers (potential or existing) need can
continuously increase their business by offering the right
products to the right people.
What applies in conventional economy also holds in the
world of capital markets. Apart from the basic requirement
of offering a good product, the proper knowledge on the
sales side is the key to efficient marketing: Who has an
interest in what product and when?
German SMEs looking for capital market funding generally
offer excellent products. The German economy as a whole
and SMEs in particular are recognized around the world
because of their strength. Decades of outstanding export
figures speak a clear language as well as the high number
of patents and the excellent niche positioning of many
“hidden champions”. Unlike other European countries,
Germany’s economy is sufficiently diversified geographically and does not depend too much on key industries.
However, in view of the low number of shareholders in
Germany, the general public whose attitude to the capital
market is very critical and the rather sluggish IPO market
development over the past years may indicate that the
capital market does not appreciate this potential.
Investors are key
This is not the case when a company adapts its communication to the various investor groups and shows a certain
flexibility to meet their expectations. The number of potential
investors is huge and therefore a flexible and professional
investor approach will lead to an optimization of the company’s evaluation, a diversification of liabilities if needed
and keeps the issued bonds fungible. It is, in principal, very
easy to cluster investor groups according to their requirements and mindset.
Like sovereign wealth funds for example. These mostly
very large institutional investors mainly focus on long term
investments; therefore any company with a mature and
Page 58
Karl Filbert is head of Institutional
Sales at Close Brothers Seydler Bank
AG. In three decades of capital market
expertise at a number of financial
institutions he has accumulated a
broad management experience, a
vast network and extensive product
knowledge across all asset classes.
Karl Filbert, Executive Director,
well-established business model which has continuously
generated stable cash flows for many years has great
potential to be successful. Mature and well-established not
necessarily meaning that the business is not subject to
some sort of economic cycles as this group of investors
acknowledges the existence and impact of economic
cycles. Precisely for this reason companies with a very
cyclical business are very popular here. The sheer size of
these funds and the fact that they place a high focus on the
minimum capitalization of possible investments could be of
a disadvantage though. The key to success is to highlight a
long-term perspective.
Rapid inflow, rapid outflow
It is more challenging for cyclical industries to appeal to
mutual funds which are often obliged to report to their
investors at very short intervals. With this investor group it
is absolutely essential to issue quarterly reports about
business changes. Fluctuations in performance are tolerated only if communicated on a regular basis. Another
characteristic of this group of investors is the sometimes
rapid inflow and outflow of funds which naturally affects
the investment policy. Companies can benefit during periods of high inflow which often goes into existing positions
Debt Capital Forum
but can also suffer in times of high outflow. This
needs to be taken into consideration. Also that this
investor group is extremely important for the maintenance of minimum liquidity on the financial
markets. It is therefore very important to frequently
communicate to this group of investors.
“
Any company that wants
to successfully address
the full scope of potential
investors should actively
and openly communicate
in roadshows and roundtables.
Communicate!
”
Intensive communication is also required in exchange with private equity investors and strategically aligned hedge funds. These groups have in
common that they are very demanding and not
easily satisfied. Not only do they require a lot of
information but also a major share in the target
company which guarantee them some sort of
voting right. This may have quite a positive effect
on the issuer because these groups operate very
professionally and possess both capital and a lot of
know-how. The demand for high returns from these
investors can be met by companies in special situations. It is important, however, to be willing to take
a strong and active partner on board.
All three investor groups described share an open
mindedness towards German SMEs. Any company
that wants to successfully address the full scope of
potential investors should actively and openly communicate in roadshows and roundtables.
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Page 59
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Debt Capital Forum
Special structures and types
Secured bonds, convertible bonds and hybrid bonds
The capital market for medium-sized corporate bonds has
diversified significantly over the last two years. This applies
to financing objects as well as for businesses and projects
financed by such bonds. The structures of the bonds have
also become more diverse and bond issuers are aiming to
increase the attraction for investors using adapted bond
structures and terms.
Diverse structures and financing objects
Several real estate companies have issued corporate
bonds in the medium-sized segment in recent times. The
structures are diverse in this respect. Real estate companies use these opportunities for general financing of the
business like any other SME or determine and define certain projects or types of projects which are to be financed
by the bonds issued. In the latter case of project financing,
collateral is granted in favour of the investors in some of the
bond issuances.
For example, the corporate bond recently issued by Cloud
No. 7 GmbH collected the financing for a particular real
estate development project while existing bank loans as
well as mezzanine financing were replaced to some extent
by the bond financing. The bond holders of Cloud No. 7
GmbH have been granted a first ranked land charge and the
future rental income has been collateralized by security
transfer in favour of the investors. On top of that, the use of
proceeds is supervised by a trustee. The result of all that
has seen the bond holders of Cloud No. 7 GmbH obtain a
position which is generally comparable to that of a financing bank.
“
In 2010 the first medium-sized
bonds had a comparably basic
structure: there were no secured
bonds and few covenants. That
has changed considerably.
Page 60
Dr. Anne de Boer, Partner,
GSK Stockmann + Kollegen
Hendrik Riedel, Partner,
Finance corporations have also started collecting funds
through medium-sized bonds. It remains to be seen to what
extent in particular retail investors and family offices will
subscribe to such bonds.
Eventually, the bond market also opened for the financing of
public projects, in Germany the so-called “citizen bond”
(“Bürgeranleihe”). Such bonds are not only intended for
financing but also to increase acceptance for certain projects
or products (e.g. in the energy sector) which are financed.
The typical medium-sized bonds do not yet show any
development towards variable financial conditions such as
changing interest rates or flexible repayment. Profit participation as part of interest payments cannot be observed yet.
However, for project bonds the offering of a lower interest
base combined with a profit share is being discussed in the
event of successful realisation of the project.
Secured bonds and stricter covenants
”
In 2010 the first medium-sized bonds had a comparably
basic structure: there were no secured bonds and few
covenants. That has changed considerably. Certain covenants such as termination rights upon change of control,
breach of dividend restrictions or cross default as well as
negative pledges are in the meantime standard. If such
Debt Capital Forum
covenants are not granted, either some effort must be
taken to justify it or the structure of and background to the
particular bond might give reason for the absence of some
covenants which are now standard.
In the same way the security structure of bonds has
increased in general: nowadays bond issuances by industrial corporations often provide comprehensive guarantees
from the subsidiaries like a bonded loan in order to overcome the structural subordination of the noteholders.
Accordingly, in such cases bond issuers are limited in
changing their corporate structure during the term of the
bond. Extraordinary termination rights may also be granted
in case subsidiaries are sold and the proceeds are not
retained in the corporation. Due to their often limited effect
in practice, it currently remains open whether such guarantees are actually useful or put the issuers under too extensive restraints in the strategic development of their operations during the term of a bond issuance.
Higher equity – hybrid bonds and
convertible bonds
Bonds can also be used to strengthen the issuer’s equity
base. If hybrid bonds are created to be deemed as equity
pursuant to German GAAP, the structure becomes considerably more complex, in particular also for investors.
Bonds structured as equity have been discussed as an
alternative to subordinated loans; it is not yet clear whether
such hybrid bonds will establish themselves to a greater extent.
In the same way, convertible bonds are another alternative,
also in view of their often lower interest rates compared to
regular bonds. From an investor’s perspective they offer the
possibility to participate in increased values. Convertible
bonds are not visible yet in the medium-sized bonds segment. This could also be due to many SME issuers quite
deliberately opting for a bond issuance in order to keep the
shareholder structure closed to the capital market.
Conclusion
The market for corporate bonds is becoming more diverse.
Medium-sized real estate corporations have also increasingly opted for bonds as means of financing. While
covenants and security are increasing, there are still fewer
of them than in cases of bonded loans or bank loans. It
remains to be seen whether hybrid bonds or convertible
bonds will also develop in the medium-sized bonds
segment.
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Debt Capital Forum
Bank loan, bond or Schuldscheindarlehen
(promissory notes)?
Schuldscheindarlehen: a valid financing tool for mid cap
companies of high credit quality
Many listed German Mittelstand companies can be
characterized by very high capitalization, i.e. low gearing/
high equity ratios. Some companies even show a net cash
position.
Therefore, from an economic point of view, an optimal
balance sheet structure would demand an increase in
financial indebtness even if equity issuance could be realized easily. If debt financing is done on the capital markets
and not through bank loans, the structure of the balance
sheet improves while the financing reduces the influence
of lending banks. Dependency on banks is what many
companies try to avoid. This is one important motivation
for raising funds away from lending banks.
Debt financing on the capital markets can either be done
through a bond issue or Schuldschein transaction. Quite
often, the financial needs of a mid cap company are too
small to meet the requirements of the traditional bond
market. In this market the minimum feasible amount of a
transaction is roughly EUR 100 million. At the same time,
the high credit quality of the company prevents it from
meeting investors’ expectations of high interest rates on
the market for Mittelstand bonds in which also small-sized
transactions can also be completed successfully.
The Schuldscheindarlehen offers these companies the
option of diversifying their financing at attractive costs without
having to raise EUR 100 million in a single transaction. Even
transactions of just EUR 20 million are feasible on this
market. The Schuldscheindarlehen was initially a financing
tool of the public sector and banks. However, during the
last 15 years it has also been used by companies and has
now developed into an important funding tool for many
companies.
Product features
The Schuldscheindarlehen is a loan governed by German
law that leads to short, flexible and easy documentation. As
a consequence, the work and costs involved are low compared to alternatives such as U.S. private placements. The
intensive requirements of a listed bond, like filing a
prospectus, are not necessary.
Page 62
Lutz Weiler is CEO of equinet Bank
AG. The universal bank offers its customers tailor-made solutions for all
financing and capital market issues
with a special focus on medium-sized
companies.
Lutz Weiler, CEO, equinet Bank AG
It is crucial to offer a solid credit quality for a successful
transaction. Some investors prefer rated companies. The
majority of investors, however, do their own credit analysis.
The focus is not only on the quantitative credit quality.
Investors also appreciate a comprehensive story for the
company and for the transaction.
Listed companies are particularly attractive to investors
since these borrowers offer high reporting standards, i.e.
semi-annual reports and the quality and format of the information in general.
Advantages
By issuing a Schuldschein, companies can reach investors which they normally do not have access to and
which in many cases offer better terms and longer tenors
than many lending banks. For companies of high credit
quality, these investors are increasingly insurance companies and pension funds. The growing importance of
corporate Schuldscheindarlehen for the asset management of insurance companies has also been reflected
in amendments made to the regulatory framework
(Kreditleitfaden für deutsche Versicherungen) in June
2013. It is now easier for German insurance companies to
invest in Schuldscheindarlehen issued by companies of
high credit quality.
© 2013 Moody’s Analytics, Inc. and/or its licensors and affiliates. All rights reserved.
Debt Capital Forum
By raising funds using a Schuldscheindarlehen from
new investors, the company also benefits from the
fact that credit lines from core banks are not being
used and remain open and are more easily available
at times of acquisitions or other special situations.
Another advantage of a Schuldscheindarlehen is that
the company not only diversifies its sources of funding but also improves its maturity profile. Hence,
unlike with bonds, it is easy to split the transaction
amount into tranches with different maturities. By
doing so, the company reduces the refinancing risk
at maturity. Banks and saving banks normally prefer
tenors of 3-5 years, insurance companies tenors of
7-10 years.
Market developments
We are seeing an increasing interest in Schuldschein
transactions from our customer base of listed
companies. Many companies want to take advantage of the benefits of a Schuldscheindarlehen going
forward or have already carried out transactions.
Even though they can benefit from the high levels of
liquidity at many banks expressed through an
aggressive lending policy at present, the experience
gained during the financial market crisis leads to the
conviction that a broad diversification of the sources
of funds guarantees a high level of financial independence and thereby helps to ensure the company’s successful development.
From our investor base we know that mid cap
companies of high credit quality are particularly in
demand for two reasons: their low risk profile and
their high reporting standards. As a consequence
we expect this sub-segment on the corporate
Schuldschein market to grow. The liberalization of
the legal framework for insurance companies with
regard to corporate Schuldschein investments
should be particularly beneficial to this group of
companies.
DATA
smaLL
Die Erfassung des Gesamtrisikos eines Unternehmens erfordert
nicht nur die Verarbeitung gigantischer Datenmengen, sondern auch
deren Interpretation anhand von Analysen, Research und Software.
Moody’s Analytics unterstützt weltweit mehr als 150 Banken bei der
Erfüllung regulatorischer Anforderungen und hilft ihnen, wichtige
Einblicke in ihre Risiko- und Geschäftsentscheidungen zu erlangen.
MoodysAnalytics.com/DE13SmallRisk
Conclusion
The Schuldschein market for listed companies of
high credit quality meets the objectives of both
borrowers and investors to a very high degree. This
should lead to ongoing growth on this market. As a
consequence, the Schuldscheindarlehen is a very
attractive and valid financing tool particularly for
mid cap companies of high credit quality.
Page 63
Essential insight serving
global financial markets
Debt Capital Forum
The credit research report – an important
instrument for investors?
Regarding its benefit and importance for the successful
issuance of SME bonds
More and more SMEs are taking the opportunity to procure
borrowed capital via corporate bonds and thus finance
themselves on the capital market.
In the run-up to a bond issue, the SME should focus on
addressing and informing investors. In addition to the legally
binding securities prospectus and the rating report – which
is now prescribed by virtually all stock exchanges – a credit
research report represents an important instrument for successfully addressing and informing investors.
Manuel Hoelzle is the Chief Analyst
and CEO of the Augsburg-based
investment house GBC AG. It is one
of the leading bank-independent
investment houses in Germany and is
an experienced issue expert for
German SMEs.
Possibilities for risk assessment important
for investors
To convince investors and win them over to subscribe to the
company’s own bonds, the issuer must make it possible for investors to assess the risk associated with the company and the
company bond, and to do so wherever possible in a transparent,
easy and quick manner. For this purpose, the issuer should
provide potential investors with the following three documents:
1. Security prospectus (regarding the legal risk assessment)
2. Rating report (on the economic appraisal of the credit
standing based on historic data)
3. Credit research report (on the commercial credit standing
assessment based on future-oriented analyst forecasts
and classification of the bond in a market comparison)
The potential legal risks regarding the company and the
company bond have to be listed and described in detail in
the securities prospectus. Investors are thus given, for
Figure 1: Helma Eigenheimbau data and credit ratios (example)
in million EUR
Revenues
EBIT
EBIT-margin
FY 2012
113,99
7,34
6,4%
FY 2013e
142,50
9,19
6,4%
FY 2014e
171,00
12,00
7,0%
FY 2015e
205,20
14,87
7,2%
credit ratios
EBITDA-Interest Coverage
EBIT-Interest Coverage
Total Debt/EBITDA
Total Net Debt/EBITDA
ROCE
Equity-Ratio
Total Debt/Capital
FY 2012
5,34
4,46
4,32
4,14
12,6%
24,1%
0,65
FY 2013e
5,32
4,62
4,17
3,77
13,1%
28,0%
0,62
FY 2014e
5,36
4,8
3,91
3,31
14,7%
28,8%
0,62
FY 2015e
5,95
5,41
3,45
2,78
16,4%
31,3%
0,59
Source: GBC AG
Page 64
Manuel Hoelzle, Chief Analyst,
GBC AG
instance, clear information about ownership circumstances,
possible ongoing legal disputes and the details regarding
the bond conditions. A legal risk appraisal thus becomes
possible for investors. With public bond issues, a securities prospectus is usually stipulated by law.
In addition to the aforementioned, almost all stock exchanges stipulate the provision of an issuer rating on the credit
standing assessment. The investor is thus able to carry out
a good risk assessment of the SME on the basis of historic data, in addition to the rating mark (such as e.g. BBB)
at least an extract, but better the entire rating report is
made available.
In our opinion, the securities prospectus and rating report
are necessary but not sufficient information for investors
still within the framework of an issue of company bonds.
Neither the securities prospectus nor the rating usually
includes transparent forecasts regarding the further
development of the SME. Particularly the anticipated
development in the future is very important for investors.
And the analysis and classification of the bond (e.g.
amount of the interest coupon, bond term, interest payment
intervals, termination rights, etc.) and the comparison with
bonds already traded on the market or recently issued
(so-called peer group comparison) are also not yet made
possible by the securities prospectus and the rating.
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Die Privatbank der SIGNAL IDUNA Gruppe
Debt Capital Forum
Figure 2: Peergroup evaluation for Helma Eigenheimbau (example)
Company
Date of
issue
Laurél GmbH
16.11.12
5
BB
7,125%
Jacob Stauder GmbH & Co. KG
René Lezard GmbH
23.11.12
26.11.12
Ekosem-Agrar GmbH (2012/2018)
Homann Holzwerkstoffe GmbH
07.12.12
14.12.12
5
5
6
5
BBBB
BB+
BBB-
7,500%
7,250%
8,500%
7,000%
5,417%
9,698%
7,771%
6,438%
10,00
15,00
60,00
50,00
7
20
30
7
no
yes
yes
no
yes
yes
yes
no
Rudolf Wöhrl AG
12.02.13
Photon Energy Investments N.V.
12.03.13
EYEMAXX Real Estate AG (2013/2019) 26.03.13
5
5
6
BB
BBBB+
6,500%
8,000%
7,875%
3,873%
8,104%
8,039%
30,00
40,00
15,00
7
90
60
no
yes
no
yes
yes
no
ADLER Real Estate AG
Ekotechnika GmbH
MBB Clean Energy AG
03.04.13
10.05.13
06.05.13
5
5
6
BB
BBBBB
8,750%
9,750%
6,250%
8,750%
9,624%
6,855%
20,00
60,00
300,00
14
30
30
no
no
yes
yes
yes
yes
ALNO AG
DF Deutsche Forfait AG
PNE Wind AG
14.05.13
24.05.13
15.05.13
5
7
5
BBB+
BBB-
8,500%
7,875%
8,000%
10,457%
7,481%
7,257%
45,00
30,00
100,00
14
15
no
no
yes
yes
SANHA GmbH & Co. KG
04.06.13
5
BB+
7,750%
6,769%
25,00
30
30
yes
yes
yes
yes
Rickmers Holding GmbH & Cie. KG
More&More AG
gamigo AG
11.06.13
11.06.13
20.06.13
5
5
5
BB
B+
B+
8,875%
8,125%
8,500%
8,716%
8,290%
14,914%
200,00
13,00
15,00
14
30
30
yes
yes
yes
yes
yes
yes
HALLHUBER Beteiligungs GmbH
Metalcorp Group B.V.
PEINE GmbH
19.06.13
27.06.13
5
5
BB
BB
7,250%
8,750%
8,426%
9,007%
30,00
30,00
30
30
yes
no
yes
yes
paragon AG
05.07.13
02.07.13
5
5
BBBB+
8,000%
7,250%
8,318%
5,821%
15,00
20,00
20
7
yes
yes
yes
yes
Deutsche Rohstoff AG
RENA GmbH
Euroboden GmbH
11.07.13
11.07.13
16.07.13
5
5
5
BB+
BBBB
8,000%
8,250%
7,375%
8,443%
8,290%
7,375%
100,00
50,00
15,00
30
30
30
no
yes
yes
yes
yes
yes
BBB
7,761%
7,750%
5,875%
8,939%
8,104%
5,875%
47,33
30,00
25,00
7
yes
yes
Average
Median
HELMA Eigenheimbau AG
19.09.13
Running Rating
time
5
Interest
rate
Effective Planned Delay of Disbursement Change of
interest rate proceeds interest
constraint
control
payments
9,905%
20,00
30
no
no
Source: GBC AG
Credit research analysis closes this
information gap
and post-money analysis, for instance, constitutes information that increases transparency for investors.
A credit research analysis closes this information gap. First
of all, the securities prospectus and the rating report are
used as important information bases. In addition to this
however, the Credit Research Analyst processes other significant information and insights from their own research and
discussions with the SME’s management. A credit research
thus ultimately also includes clear forecasts and estimates
regarding the company’s further development.
Analysis of a company bond’s attractiveness in a
market comparison
Future credit standing is decisive for purchasing
the bond
Finally, the classification and rating of the bond in a market
comparison is the most important information for the
investor to support his/her decision. A corporate bond
which is being issued is of course competing with other
bonds that are already listed on the market. In the credit
research analysis, the positioning of the SME bond with its
risk/return profile is thus made transparently visible on the
basis of its features.
It goes without saying that an in-depth analysis in particular, If the bond can convince, this is given a corresponding positive
and a forecast of the company’s further development is of note by the analyst, e.g. “disproportionately attractive” and
particular importance to bond investors. This is because is thus the best requirements for a successful bond issue.
the SME must be able to make interest
payments and also (if there is no early Figure 3: Rating (adjusted) effective interest matrix (example)
extension) the future repayment in par- GBC-Risk Scale
16,0
ticular from future operating earnings.
15,0
14,0
Here, key ratios such as e.g. forecast
13,0
12,0
interest coverage ratios are of decisive
11,0
importance. A “future credit standing”
10,0
9,0
can thus be determined on the basis of
8,0
7,0
the forecasts.
In credit research analyses, the planned
use of funds from the company bond is
also an essential factor and a pre-money
Page 66
6,0
5,0
4,0
3,00%
5,00%
Source: GBC AG
7,00%
9,00% 11,00% 13,00%
Effective interest
15,00%
17,00%
19,00%
IKB. Im Mittelstand zu Hause.
We deliver solutions to Mid-Cap companies.
September 2013
Germany
Capital Increase
August 2013
United Kingdom
Leveraged Buy-out of
June 2013
Germany
Schuldscheindarlehen
June 2013
Germany
Mid-Cap Bond
May 2013
Germany
Syndicated Loan (KfW)
EUR 30,000,000
Maturity: 2018
Coupon: 7.25 %
Sole Lead Manager
EUR 25,000,000
General Corporate Purpose
through funds advised by
EUR 24,377,900
GBP 255,000,000
Senior Debt
Sole Lead Manager
MLA & Underwriter
EUR 300,000,000
Maturities: 2015, 2016, 2017
EUR/USD
Arranger
April 2013
Italy
High Yield Bond
March 2013
Germany
Acquisition of at least 50 % of
February 2013
Germany
High Yield Bond
January 2013
Germany
Syndicated Loan (KfW)
December 2012
Germany
EUR 119,000,000
Investment Financing
EUR 75,000,000
Maturities: 2017, 2019
Arranger & Agent
Arranger
MLA & Bookrunner
by
EUR 300,000,000
Maturity: 2020
Coupon: 7.375 %
Joint Bookrunner
EUR 71,100,000
Senior Debt
MLA & Bookrunner
EUR 650,000,000
Fix Rate: 2020, 6.75 %
Floater: 2020, E+450
Co-Manager
December 2012
Germany
Leveraged Buy-out of
December 2012
Germany
Acquisition of
October 2012
Germany
Corporate Bond
September 2012
Germany
Mid-Cap Bond
September 2012
Germany
EUR 30,000,000
Maturity: 2017
Coupon: 7.375 %
Sole Lead Manager
EUR 75,000,000
Maturities:
2015, 2017, 2019
Joint-Arranger
through funds advised by
by
EUR 830,000,000
Senior Debt
Debt Advisory
MLA & Bookrunner
Advisor
EUR 75,00,000
Maturity: 2018
Coupon: 7.0 %
Sole Lead Manager
August 2012
Germany
July 2012
Germany
Acquisition of
July 2012
Germany
Syndicated Loan
March 2012
Germany
March 2011
Germany
Capital Increase
EUR 500,000,000
Refinancing
Mandated Lead Arranger
EUR 70,000,000
Maturities: 2015, 2017, 2019
Arranger
EUR 143,745,700
by
EUR 30,000,000
Maturities: 2015, 2017, 2019
Sole Arranger
EUR 475,000,000
Senior Debt
MLA & Bookrunner
Capital Markets
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Q
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Bonds
Private Placements
Capital Increases / IPOs
Mezzanine
Risk Management
Capital Markets
Credit Solutions
Credit Solutions
Q
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Syndicated Loans
Acquisition Financing
KfW Loans
Bridge Financing
Advisor und Co-Lead Manager
Advisory
Q
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Tilo Kraus | Tel. +49 (0) 69 79599-9558 | [email protected]
Dr Nicolaus Loos | Tel. +49 (0) 69 79599-9649 | [email protected]
Rainer Hoffmann | Tel. +49 (0) 211 8221-4396 | [email protected]
Björn Hofmann | Tel. +49 (0) 69 79599-9550 | [email protected]
Mergers & Acquisitions
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www.ikb.de
Debt Capital Forum
Mid-market evaluation
The new benchmark for mid-market companies
Mid-size European companies, accounting for about onethird of the European region’s economy and employment,
are likely to struggle to meet their multi-billion financing
needs over the next few years as banks reduce their lending
to the sector. To ease the funding pressure facing mid-size
companies, new mechanisms are being developed in
Europe to channel funding from investment and other nonbank institutions, including the nascent but growing European private placement markets and the launch of new
bond exchange platforms in countries such as Germany,
France, the U.K., Italy, and Spain. Even a 5% contribution
to the financing requirements of these companies from
various alternative funding sources would amount to a
meaningful EUR 35 billion each year. According to European
Central Bank figures, disintermediation is beginning to
occur across the Eurozone after net loan issuance to Eurozone nonfinancial corporates turned negative in 2012. Midmarket companies seem to be particularly affected by this
trend. Parallel to those developments we have observed
the development of alternatives to bank funding for midmarket companies in Europe. These include the developing
loan fund market, the U.S. private placement market, the
private placement market in Germany (the “Schuldschein”
market), the young private placement markets in the U.K.
and France, and to some extent regional bond platforms on
exchanges. European companies raised more than EUR 32
billion on the U.S. and European private placement markets
in 2012. However, despite a growing interest from institutional investors in investing in this new asset class in order
Dr. Florian Stapf is in charge of Client
Business Management of Ratings for
Corporates in the DACH region. He is
also the first contact for all new clients
and has been a banker for almost
10 years.
Dr. Florian Stapf, Director,
Standard & Poor’s Ratings Services
to diversify their investments, they are often deterred by
the lack of transparency of the credit risk of mid-size debt
issuers. Standard & Poor’s Ratings Services has addressed
this with its new Mid-Market Evaluation (MME) service.
MME is tailored to the characteristics of
mid-market corporates
We conclude that rated companies provide greater transparency to investors and therefore have greater access to
debt funding than non-rated companies. That differential
tends to increase further at times when credit market conditions are difficult. However, not every company has large
financing needs to tap the public bond
Figure 1: Mid-market Evaluation (MME): A New Service In Our Offering
markets for which our classical ratings
product is targeted. Often mid-market
Private Debt
Public Bond
Bank Loan
companies are interested in private placemarkets
markets
ments, as they offer a very good alternative to bank loans but do not demand
Direct Lending
Private
CLO
Investors
Placement
the full disclosure and publication requirements as a public bond. S&P’s new MidMarket Evaluation (MME) is Europe’s first
credit benchmark aimed specifically at
Public
Credit
helping increase the transparency and
MME
Credit Rating
Estimate
comparability of mid-sized companies from
a credit perspective towards its investor
Growing mid-sized company diversifying its funding
base. MME are applicable to companies
Source: Standard & Poor’s Ratings Services
with annual revenues below EUR 1.5 billion
Page 68
Debt Capital Forum
and total debt facilities be- Figure 3: MME Supports All Stakeholders For A Well Functioning Market
low EUR 500 million, or local
A supplement & benchmark to investors’
currency equivalents. The
own credit analysis
INVESTORS / LENDERS
scope of the mid-market
Enhanced comparability
scale is global, but we plan
A credible independent opinion
to apply it only in Europe
initially. MMEs are based
A benchmark from a recognized provider
on S&P’s corporate rating
Help facilitate private placements or
methodology, but use a
INTERMEDIARIES
direct lending from non-traditional
simplified analytical prosources
cess and a customized analytical framework. The
MME is accompanied by a
Help access alternative funding sources
report presenting our view on
Help competitive borrowing
MID-MARKET COMPANIES
Eases communication to creditors
the main credit strengths
and weaknesses of the
company. Following the iniSource: Standard & Poor’s Ratings Services
tial analysis, we will update
MME reports on an annual
basis and perform periodic monitoring. Both the initial ratings, the results of MMEs are not distributed publicly. We
analysis and the periodic monitoring utilize information pro- provide MMEs to companies on a confidential basis and
vided by the mid-market company. An annual meeting with make them privately available via a secure document
the company’s management is required. Using their under- exchange platform to a limited number of investors or other
standing of local markets and conducting meetings in the third parties that the company designates, along with a conlocal language, our analysts assess mid-market companies cise report. When undertaking our MME analysis, we have
and benchmark them against the broader mid-market uni- access to the intelligence of 4,500 analysed corporations.
verse on a purpose-built mid-market scale. Unlike credit
Supporting all stakeholders for a well
functioning market
Figure 2: The MME scale calibration
70%
60%
Y1
Y3
Y5
50%
40%
30%
20%
10%
0%
MM1
MM2
MM3
MM4
MM5
Source: Standard & Poor’s CreditPro Engine
Page 70
MM6
MM7
MM8
We anticipate that investors, such as insurers or
funds that are looking to find new investments and
diversify their investment portfolios, will be interested in an independent opinion of the mid-market asset class as an additional tool to help assess and
screen credit risks within this asset class. In our
view, this group of investors is showing a growing
interest in the mid-market, although a few have yet
to build their own credit teams dedicated to the sector. We therefore believe that the creation of a separate scale dedicated to mid-market companies may
help increase their transparency in the mid-market
and provide a common benchmark that can help
issuers and lenders assess credit risks in this area.
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BankM
Berenberg
Close Brothers Seydler Bank
DZ BANK
Edison Investment Research Limited
equinet Bank
IKB Deutsche Industriebank
LBBW Landesbank Baden-Wurttemberg
MC Services
RENELL Wertpapierhandelsbank
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79
80
80
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Baader Bank
Baker Tilly Roelfs
Bankhaus Lampe
BDO Wirtschaftsprufungsgesellschaft
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82
82
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Bundesverband Deutscher
Kapitalbeteiligungsgesellschaften
CMS Hasche Sigle
GBC
GSK STOCKMANN + KOLLEGEN
Heureka
Moody’s Analytics Deutschland
Scope Corporation
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93
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KfW
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Phone
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Page 74
+49-(0) 69-2 11-1 88 88
[email protected]
www.xetra.com/listing
Mergenthalerallee 61
65760 Eschborn
Germany
Inken Voss
+49-(0) 18 01-2 41 12 41
[email protected]
www.kfw.de
Palmengartenstr. 5-9
60325 Frankfurt
Germany
Deutsche Börse Group is one of the largest stock exchange
organisations worldwide. It organises markets characterised
by integrity, transparency and safety for investors who
invest capital and for companies that raise capital – markets
on which professional traders buy and sell equities, derivatives
and other financial instruments according to clear rules and
under strict supervision. Xetra®, the pan-European cash
market segment of Deutsche Börse, provides listing,
trading and clearing services for issuers, intermediaries and
investors in the cash market. Xetra offers equity and debt
financing opportunities to capital seeking entrepreneurs
and provides market segments with clear transparency
levels to meet the different capital needs of companies and
their investors.
KfW as a promotional bank applies expertise and strength
to sustainably improve the economic, social and ecological conditions of peoples’s lives. Established in 1948
KfW is 80% owned by the Federal Republic of Germany,
with the remaining 20% being owned by the federal states
(“Länder”). With a balance sheet total of approximately
EUR 500 billion, KfW is one of Germany’s five largest
banks. As a bank with no branch network or customer
deposits, it refinances its lending business almost exclusively on the international capital markets. Its function is
to contribute to the continuous growth of the economy
and society. As a promotional bank it is devoted to the
guiding principle of sustainability, integrating aspects that
are important for the economy, the environment and social
cohesion.
Co-Initiator
The global EY organization is a leader in assurance, tax,
transaction and advisory services. Worldwide, 167,000
people are united by our shared values and an unwavering
commitment to quality. We are the world`s leading provider
of IPO advisory services, with more than 30 years’ experience in advising companies across the globe which are
aspiring to go public. The integrated services which we
offer during and after IPOs deliver end-to-end support for
our clients. Through our IPO leaders, we provide advice and
assistance in relation to share and bond issues tailored to
your corporate strategy, worldwide in the capital market
of your choice. Timely and effective internal preparation
– IPO readiness – is key to the success of any IPO. To
find out how we can support you please contact
[email protected].
Ernst & Young GmbH Wirtschaftsprüfungesellschaft
Contact Person
Dr. Martin Steinbach
Phone
+49-(0) 61 96-99 61 15-74
E-mail
[email protected]
Website
www.ey.com
Address
Mergenthalerallee 3-5
65760 Eschborn
Germany
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BankM – representative office of biw AG
Contact Person
Ralf Hellfritsch
Phone
+49-(0) 69-7 19 18 38-10
E-mail
[email protected]
Website
www.bankm.de
Address
Mainzer Landstr. 61
60329 Frankfurt
Germany
BERENBERG
Contact Person
Phone
E-mail
Website
Address
Anna Phillips
+49-(0) 69-91 30 90-7 45
[email protected]
www.berenberg.com
Bockenheimer Anlage 3
60322 Frankfurt
Germany
Contact Person
Uta Kluger-Ellins
Phone
+49-(0) 69-9 20 54-6 02
E-mail
[email protected]
Website
www.cbseydler.com
Address
Schillerstr. 27-29
60313 Frankfurt
Germany
Page 76
Since 2007, BankM – representative office of biw AG
(Frankfurt am Main, Germany) is the partner of small and
medium-sized businesses. Our highly-experienced team is
particularly specialised in capital market financing. Particularly during the banking and debt crisis more and more
companies and corporations placed their trust in our individual services. This is reflected in the fact that our corporate client base has in the meantime increased to over 70.
Unlike Anglo-Saxon style investment banking, our philosophy is to provide long-term support for high-growth
companies based on the principles of relationship banking.
BankM - biw AG specialises in advising and supporting
clients seeking to strengthen their equity base so as to
ensure secure and efficient funding for future growth.
Berenberg was established in 1590 and today we are one of
Europe’s leading privately owned banks. We provide our
expertise through four divisions – Private Banking, Investment Banking, Asset Management and Corporate Banking.
Due to our partnership structure, we are unbiased when it
comes to corporate interests and are first and foremost
committed to our clients’ interests. This means that we are
able to make swift decisions and to act fast. We also have
direct access to international fund managers which opens
up excellent opportunities for us to execute and place
capital increases, what in turn confirms our reputation as a
competent partner. We support our clients’ investment
decisions by bringing them into direct contact with the
managing boards of listed companies.
Close Brothers Seydler Bank AG focuses on medium-sized
companies. The bank’s core business areas are Designated
Sponsoring, Corporate Finance, Equity & Fixed Income
Sales & Trading, Research and Floor Specialist Trading on
the Frankfurt Stock Exchange. The bank is market leader in
Designated Sponsoring with more than 200 mandates. The
Equity & Debt Capital Markets team assists with the
planning, structuring and placement of transactions. Institutional investors are provided with services by the Equity &
Fixed Income Trading team, offering access to leading institutional investors in the key European markets. Close
Brothers Seydler Research AG provides expert analysis on
medium-sized German companies.
Main Sponsors
DZ BANK forms part of the German cooperative financial
services network, which is comprised of more than 1,100
local cooperative banks. Within the cooperative financial
services network, DZ BANK AG functions both as a central
institution for over 900 cooperative banks and their 12,000
branch offices and as a corporate bank. DZ BANK offers a
full range of products and services for the equity capital
markets. The product portfolio includes e.g. initial public offerings, capital increases, convertible bonds, participation
certificates, equity-research and corporate actions like
designated sponsoring, employee participation programs,
share-buy-back-programs, public take-over, going private,
delisting, squeeze-outs, block trades, paying and depositary agent as well as the conversion into registered shares.
DZ BANK AG
Contact Person
Phone
E-mail
Website
Address
Elmar Thöne
+49-(0) 69-74 47-13 51
[email protected]
www.dzbank.de
Platz der Republik
60325 Frankfurt
Germany
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E-mail
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Website
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Address
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equinet Bank AG
Contact Person
Phone
E-mail
Website
Address
Contact Person
Phone
E-mail
Website
Address
Page 78
Gerald Diezel
+49-(0) 69-5 89 97-2 00
[email protected]
www.equinet-ag.de
Gräfstr. 97
60487 Frankfurt
Germany
Arno Fuchs
+49-(0) 89-2 06 04 09-1 00
[email protected]
www.fcf.de
Maximilianstr. 12-14
80539 Munich
Germany
equinet Bank offers its customers tailor-made solutions for
all financing and capital market issues. As the “entrepreneurs among bankers”, we are a partner of the utmost
credibility and integrity with a special and in-depth understanding of all issues relating to medium-sized companies.
Our corporate and entrepreneurial customers value our
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with the top AA rating by Deutsche Börse. equinet Bank is
the exclusive partner for the European Securities Network
(ESN) in Germany.
FCF is a financing specialist which advises private and
publicly listed small and mid cap companies regarding the
structuring and placement of debt and equity financing
transactions. FCF places these financing transactions with
blue chip institutional and high-net-worth/family office
investors, typically in growth, acquisition and/or balance
sheet financing/refinancing situations. FCF’s services help
its clients to implement an effective, capital markets oriented
capital structure while reducing their dependency on
traditional bank financing.
Main Sponsors
For almost 90 years, IKB Deutsche Industriebank AG
(“IKB”) has been closely connected to German mediumsized businesses. Founded in 1924, the Bank supports
medium-sized companies in Germany and Europe with
loans, risk management, and capital market and advisory
services. The bank is headquartered in Düsseldorf and has
branches in six German and four European cities. In its
Capital Markets division, IKB’s experts advise listed and
unlisted companies on capital market issues and perform
share, bond/ promissory note issues, private placements
and alternative financing (mezzanine). In addition, IKB’s
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team complements IKB’s advisory expertise and supports
customers in the secondary market.
Contact Person
Phone
E-mail
Website
Address
Tilo Kraus
+49-(0) 69-7 95 99-95 58
[email protected]
www.ikb.de
Wilhelm-Bötzkes-Str. 1
40474 Düsseldorf
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LBBW Landesbank Baden-Württemberg
Contact Person
Jobst Bartmer
Phone
+49-(0) 7 11-12 72 50 20
E-mail
[email protected]
Website
www.lbbw.de
Address
Am Hauptbahnhof 2
70173 Stuttgart
Germany
MC Services AG
Contact Person
Phone
E-mail
Website
Address
Anne Hennecke
+49-(0) 89-21 02 28-18
[email protected]
www.mc-services.eu
Schubertstr. 10
80336 Munich
Germany
Contact Person
Phone
E-mail
Website
Address
Page 80
Carsten Schmitt
+49-(0) 69-1 33 87 65-38
[email protected]
www.renellbank.com
Schillerstr. 2
60313 Frankfurt
Germany
Landesbank Baden-Württemberg (LBBW) is a universal
bank with regional roots. In approx. 200 branches and
representative offices and at selected overseas locations –
including New York, London, Singapore and Seoul. At the
end of 2012, LBBW Group employed in the region of 11,700
highy-committed employees working for the success of
LBBW Group and its customers. Together with the legally
dependent institutions Baden-Württembergische Bank,
Rheinland-Pfalz Bank and Sachsen Bank, LBBW is involved
in a variety of banking activities. LBBW assists companies in
equity financing and provides support in IPOs – for companies where LBBW is in a long-time principal bank position –
capital increases, convertible bonds, public takeover bids
as well as secondary and private placements. Since 1996, it
has taken part in more than 200 equity issues.
MC Services AG, based in Munich and Duesseldorf, is an
international PR and IR agency specializing in financial
communications. Our long-standing clients include public
and private companies as well as venture capitalists and
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Renell Bank has served companies and investors for over
25 years. We provide our clients with Capital Markets and
Strategic Advisory services as well as Designated Sponsoring, Financial Brokerage and Lead Broking. Renell Wertpapierhandelsbank AG is a long-established and steadily
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Sponsors
Baader Bank AG
Contact Person
Phone
E-mail
Website
Address
Baker Tilly Roelfs
Contact Person
Phone
E-mail
Website
Address
Bankhaus Lampe KG
Contact Person
Phone
E-mail
Website
Address
Page 82
Horst Bertram
+49-(0) 89-51 50-18 82
[email protected]
www.baaderbank.de
Weihenstephaner Str. 4
85716 Unterschleißheim
Germany
Sibylle Laux
+49-(0) 2 11-69 01-12 53
[email protected]
www.roelfspartner.de
Ceclienallee 6-7
40474 Düsseldorf
Germany
Patrick Weiden
+49-(0) 2 11-49 52-3 31
[email protected]
www.bankhaus-lampe.de
Jägerhofstr. 10
40479 Düsseldorf
Germany
Baader Bank AG is a leading German investment bank and
market leader in financial instrument trading. The independent, owner-managed bank employs 430 staff. The
bank holds a full banking licence and is a member of the
Association of German Banks’ deposit protection scheme.
Baader Bank offers institutional investors a top-quality
trading, research and distribution platform which covers
equities, bonds and derivatives. The bank develops independent solutions spanning the whole range of corporate
financing for German-speaking companies. It assists companies with capital market and borrowing transactions.
Baader Bank has a long and successful track record in
market making and maintains the highest standards for
pricing, trading and settling financial instruments.
Baker Tilly Roelfs – formerly RölfsPartner – is one of the
largest partner-managed consultancies in Germany and is
an independent member of the global Baker Tilly International network. Its accountants, auditors, lawyers, tax
advisers and management consultants provide a broad
range of innovative and individual consultative services.
The interdisciplinary competencies are divided among nine
Competence Centers. In Germany, Baker Tilly Roelfs has
700 employees on its payroll at twelve different locations.
Global consulting is in the hands of 156 partner companies
with more than 26,000 employees in 131 countries. These
firms are all members of the worldwide Baker Tilly International network of independent accounting, auditing and
consulting companies.
Bankhaus Lampe is one of the very few independent, owneroperated private banks in Germany and is a leader in this
segment. In our Capital Markets division the focus is on
equity & debt transactions for German mid & small caps.
The Equity & Debt Capital Markets team has in-depth
expertise in structuring and placing IPOs, capital increases,
convertibles, corporate bonds and promissory notes as
well as in placements of blocks. Clients take advantage of
our broad access to German and international institutional
investors, family offices and our private banking network as
well as of our excellent research that we provide. We act as
designated sponsor for listed corporates and support our
clients in all listing advisory topics.
Sponsors
BDO is the leading entrepreneurial driven provider for audit
and audit-related services, tax and business law consulting
as well as advisory services. With approximately 1,900 staff
currently employed at 24 locations in Germany, BDO serves
domestic and internationally operating companies from all
industrial sectors and of all sizes. Due to our personal
approach to client service, our reputation for reliability, the
very highest quality standards in combination with the fact
that we are part of the powerful global BDO network we are
the first choice for medium-sized as well as family owned
businesses and ambitious listed businesses. BDO is
founding member of the international BDO network, which
operates in 138 countries with over 55,000 employees and
is the only one of the five globally operating accountancy
groups with an European tradition.
Contact Person
Dr. Gebhard Zemke
Phone
+49-(0) 40-3 02 93-5 25
E-mail
[email protected]
Website
www.bdo.de
Address
Fuhlentwiete 12
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Germany
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Contact Person
Martin André Bolits
Phone
+49-(0) 30-30 69 82-18
E-mail
[email protected]
Website
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CMS Hasche Sigle
Contact Person
Phone
E-mail
Website
Address
GBC AG
Contact Person
Phone
E-mail
Website
Address
Page 84
Dr. Andreas Zanner
+49-(0) 69-7 17 01-2 56
[email protected]
www.cms-hs.com
Barckhausstr. 12-16
60325 Frankfurt
Germany
Christoph Schnabel
+49-(0) 8 21-24 11 33-0
[email protected]
www.gbc-ag.de
Halderstr. 27
86150 Augsburg
Germany
The German Private Equity and Venture Capital Association
(BVK) is the representative of the German private equity
industry covering private equity firms, from venture capital,
to growth capital right through to buyouts and institutional
investors. BVK has almost 300 members. It is the mission of
the BVK to create best possible business environment for
the industry in Germany. This involves and needs the improvement of the taxation and legal frameworks for private
equity in Germany in dialogue with political and administrative decision-makers, facilitating the access to capital
sources, surveying the markets and analysing market
trends, as well as supporting our members in exchanging
their experience.
CMS Hasche Sigle is a strong commercial law firm and part
of the international CMS organisation. In Germany, our core
market, we are one of the leading law firms. With in excess
of 600 lawyers, tax advisors and notaries we provide consultative services to clients ranging from medium-sized
companies right through to major global corporations on all
aspects of national and international commercial law. We
offer strong, trust-based client relationships, a broad
portfolio of services and qualified advice. What makes us
particularly unique is our combination of solid regional roots
in nine major business locations across Germany and close
relationships with the partner firms in the CMS organisation
dating back many years. At CMS, we have 2,800 legal and
tax advisers in 54 offices. Our size means we have the most
extensive footprint of any firm in Europe.
The GBC Group, which is based in Augsburg, is one of the
leading bank-independent investment houses in Germany.
It is also an experienced emissions expert for medium-sized
German businesses in the financial sector. The GBC Group
considers itself to be an independent and reliable partner
with regard to all issues relating to the capital market.
Within the GBC Group, GBC AG offers services in the three
core sectors: Corporate Analysis and Research, Capital
Markets and Financial Advising as well as Capital Market
Conferences. In addition to that, GBC Capital GmbH also
complements the Group’s services with corporate finance
placement, brokering bonds/institutional buy-outs and
placing and brokering stocks/IPOs.
Sponsors
GSK Stockmann + Kollegen is one of Germany’s leading
corporate and real estate law firms. With more than 140
lawyers in Germany, Brussels and Singapore, and as a
member of an alliance of legal firms with over 960 lawyers,
we advise both German and international clients. We deal
with all matters relating to corporate structure and finance,
in particular, stock exchange listing, bond issues, investment and mezzanine finance, M&A and company succession. In providing our legal services, we can call upon many
years of experience with respect to all capital market issues,
the selection, structuring and successful implementation of
share issues, prospectus procedures, capital market communication and other corporate transactions relating to the
stock exchange. We offer solutions.
heureka GmbH, based in Essen and established in 1989, is
an owner-run communications agency and currently
employs 21 staff. As a creative agency we are renowned for
our design and marketing expertise. In addition to our many
years of experience in financial communications, heureka’s
core business is the provision of brand and corporate communication consultation and services. To contact us or for
further information: www.heureka.de / [email protected].
Moody’s Analytics helps capital markets and credit risk
management professionals worldwide respond to an everevolving marketplace with confidence. The company offers
unique tools and best practices for measuring and managing
risk through expertise and experience in credit analysis,
economic research and financial risk management. By
providing leading-edge software, advisory services, and
research, including the proprietary analysis of Moody’s
Investors Service, Moody’s Analytics integrates and
customizes its offerings to address specific business
challenges.
Contact Person
Phone
E-mail
Website
Address
Dr. Peter Ladwig
+49-(0) 7 11-2 20 45 79-0
[email protected]
www.gsk.de
Augustenstr. 1
70178 Stuttgart
Germany
einfach
kommunizieren.
heureka GmbH
Contact Person
Phone
E-mail
Website
Address
Sebastian Schulz
+49-(0) 2 01-6 15 46-15
[email protected]
www.heureka.de
Schloss Schellenberg - Turmflügel
Renteilichtung 1
45134 Essen
Germany
Moody’s Analytics Deutschland GmbH
Contact Person
Bengt Hellbach
Phone
+49-(0) 69-7 07 30-9 41
E-mail
[email protected]
Website
www.moodysanalytics.com
Address
An der Welle 5
60322 Frankfurt
Germany
Page 85
Sponsors
Scope
Ratings
Scope Corporation AG
Contact Person
Phone
E-mail
Website
Address
Stephan Geiger
+49-(0) 30-2 78 91-0
[email protected]
www.scoperatings.com
Lennéstr. 5
10785 Berlin
Germany
Standard & Poor’s Credit Market Services Europe Ltd.
Contact Person
Doris Keicher
Phone
+49-(0) 69-3 39 99-2 25
E-mail
[email protected]
Website
www.standardandpoors.com
Address
Neue Mainzer Str. 52
60311 Frankfurt
Germany
Taylor Wessing Partnerschaftsgesellschaft
Contact Person
Christoph F. Vaupel
Phone
+49-(0) 69-9 71 30-0
E-mail
[email protected]
Website
www.taylorwessing.com
Address
Senckenberganlage 20-22
60325 Frankfurt
Germany
Page 86
Scope was founded as an independent rating agency in
Berlin, Germany, in 2002. The company is specialized in
ratings and analysis of SMEs, bonds, banks, structured
finance transactions and asset-based funds across Europe.
The rating agency is committed to full transparency and
diversity of opinions in the European capital markets.
Scope employs people in France, Germany, the Netherlands and the United Kingdom and is certified by ESMA as
an official credit rating agency (CRA) in the European Union.
More information about Scope on www.scoperatings.com.
Standard & Poor’s Ratings Services, a part of McGraw Hill
Financial (NYSE: MHFI), is the world’s leading provider of
independent credit risk research and benchmarks. We
publish more than a million credit ratings on debt issued by
sovereign, municipal, corporate and financial sector entities. With over 1,400 credit analysts in 23 countries, and
more than 150 years’ experience of assessing credit risk,
we offer a unique combination of global coverage and local
insight. Our research and opinions about relative credit risk
provide market participants with information and independent benchmarks that help to support the growth of transparent, liquid debt markets worldwide. Additional information is available at https://ratings.standardandpoors.com.
Taylor Wessing is one of the leading international law firms
in the German market. With ten partners and further team
members its Equity Capital Markets team is one of the
leading practices. Taylor Wessing’s team members have a
significant track record in the areas of ECM and Public M&A
of more than 100 deals completed over the last 15 years.
This strong and credible team is able to deliver the highest
quality on ECM transactions (IPOs, Rights Offerings, Public
Takeovers) of any size and scope and the legal and strategic (boardroom) advice of publicly listed companies and
their board members. Taylor Wessing is one of the few
leading law firms in Germany that can actually render legal
services across all major areas of business law and build on
a broad range of specific industry expertise.
100 % Qualität für
99,3 % der Unternehmen.
99,3 % der Unternehmen in Deutschland zählen zum Mittelstand. Wir begleiten
mittelständische Unternehmen unabhängig und kompetent bei der Strukturierung
und Platzierung von Unternehmensanleihen.
Steubing AG – Seit über 25 Jahren Ihr Partner am Kapitalmarkt.
Goethestraße 29 • 60313 Frankfurt • www.steubing.com
Kontakt: Thomas Kaufmann • + 49. 69. 29 716 -105
[email protected]
Partners
Baden Württemberg: Connected / bwcon
Contact Person
Paula Mossa-Smolny
Phone
+49-(0) 7 11-9 07 15-5 11
E-mail
[email protected]
Website
www.bwcon.de
Address
Breitscheidstr. 4
70174 Stuttgart
Germany
Baden-Württemberg: Connected/bwcon is the top business development organization dedicated to promoting
Baden-Württemberg as a key location for innovation and
technology. As one of the largest technology networks in
Europe, bwcon connects more than 600 businesses and
research institutions. Over 6,000 experts use the bwcon
platform for systematic networking. A particular highlight is
the bwcon Hightech Award CyberOne, an essential business plan competition in Baden-Württemberg. The award
targets company founders and mid-sized growth companies from the hightech sector. An experienced jury
evaluates the submitted concepts with regard to their
degree of innovation, competitive advantage and commercialization. All prizes in the competition are funded by
sponsors.
Caroline Gilliume
+33-(0) 1-44 51 76 05
[email protected]
www.midcapevents.com
97 Blv. Haussmann
75008 Paris
France
CF&B Communication is an independent financial communications agency which was created in 1984. Specialized in
relations between listed companies & institutional investors
AND non-listed companies and investors specialized in
Private Equity/VCs. CF&B Communication created its own
database of European fund managers investing in small &
mid caps as well as Private Equity/VC’s. With 9,000 institutional or specialized investors in Europe, all qualified
according to their investment strategies, CF&B Communication has organized ‘Midcap Events’ since 2000 on all
major market places in Europe and Private Equity events
since 2010. These events enable companies’ top executives and investors to meet a maximum of counterparts
of interest to them, in a minimum amount of time, thanks to
pre-booked meeting schedules.
Creathor Venture Management GmbH
Contact Person
Andrea Kaidel
Phone
+49-(0) 61 72-1 39 72-0
E-mail
[email protected]
Website
www.creathor.de
Address
Marienbader Platz 1
61348 Bad Homburg v.d.H.
Germany
As a leading European Venture Capital firm, Creathor Venture
invests in technology-oriented companies and entrepreneurs. The focus is particulary on mobile, e-, m-, s-commerce,
media, cloud, life science, mobile health and diagnostics.
Regional focus is on Germany, Switzerland, Austria and
Scandinavia. The current portfolio of more than 30 companies is actively supported in development, growth and internationalization by our experienced team of 15 staff. The
team has been decisively involved in the successful founding
and development of more than 200 technology companies
successfully, conducted more than 20 int. IPOs and has
achieved exceptional returns for fund investors in the past.
Creathor Venture manages funds of more than EUR 180 million
(USD 240 million), and currently has four offices in Germany
(near Frankfurt & Munich), in Zurich and in Stockholm.
CF&B communication
Contact Person
Phone
E-mail
Website
Address
Page 88
Partners
DVFA was founded in 1960 and is the society of investment
professionals in Germany. DVFA currently has more than
1,400 individual members representing over 400 investment firms, banks, asset managers, consultants and counselling businesses. DVFA is a leading qualifier for the capital
market in Germany with more 3,500 graduates altogether.
DVFA is also a leading platform for financial communication
(organiser of analyst conferences and forums). DVFA offers
investment professionals access to a worldwide network
via EFFAS - European Federation of Financial Analysts
Societies, with more than 17,000 investment professionals
in Europe, and ACIIA - Association of Certified International
Investment Analysts, with more than 60,000 investment
professionals worldwide.
DVFA - Deutsche Vereinigung für Finanzanalyse
und Asset Management
Contact Person
Karin Wenzel
Phone
+49-(0) 69-26 48 48-1 01
E-mail
[email protected]
Website
www.dvfa.de
Address
Mainzer Landstr. 47a
60329 Frankfurt
Germany
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EuroQuity
Contact Person
Phone
E-mail
Website
Address
HPE Growth Capital
Contact Person
Phone
E-mail
Website
Address
Astrid Kricke
+49-(0) 2 28-8 31-80 30
[email protected]
www.euroquity.com/de
Ludwig-Erhard-Platz 1-3
53179 Bonn
Germany
Tim van Delden
+49-(0) 2 11-60 25 88 00
[email protected]
www.hpegrowthcapital.com
Gustav Mahlerplein 109-111
1082MS Amsterdam
Netherlands
Contact Person
Sascha Rinno
Phone
+49-(0) 69-9 28 77-5 01
E-mail
[email protected]
Website
www.icfag.de
Address
Kaiserstr. 1
60311 Frankfurt
Germany
Page 90
EuroQuity is an online introduction service for French and
German businesses and is their partner to help them drive
their development with investors and advisors. Bpifrance is
the founder and operator of this service. EuroQuity is overseen by Bpifrance in France and KfW in Germany. Its goal is
to support the growth of SMEs by enabling them to meet
their future partners and satisfy their needs for investment
(equity), innovation (technological partnerships) and international development (commercial partnerships).
HPE Growth Capital (HPE) is an expansion capital investment firm providing equity (no leverage) in minority investments. The companies we invest in are local technology
champions in the Benelux and Germany with an ambition to
accelerate growth. Investing tickets of Euro 10 to 20 million
per company for a minority stake and using the expertise
available in our network of financial and operational veterans, we have a hands-on approach in helping companies
grow revenues from Euro 15 million to beyond Euro 100 million. Key areas in which we add to the skills and know-how
capital of our portfolio companies include international
sales and marketing, capacity ramp-up, buy-and-build and
back-office professionalization.
ICF Kursmakler AG is one of Germany’s leading securities
trading banks and a neutral trading partner with banking
licence, offering institutional clients professional securities
trading & capital markets services. Capital markets is
another area of focus in which our specialist departments
work together on an interdisciplinary basis. Equity & Debt
Capital Markets structures and markets capital market
transactions in the small and mid cap sector and provides
comprehensive advice to companies on capital markets.
Designated Sponsoring, no 2 D/A/CH-Area, boasts an
experienced team offering personal, reliable and transparent
advice and ensuring high-quality service. Institutional Sales
offers the placement of equity & debt transactions, rounded
off by top-flight market analysis and unique roadshows.
Partners
PvF Investor Relations provides advice and support in
financial communications with corporate clients in all fields
of business. PvF offers the full range of IR and PR services,
in terms of content and strategy, in the identification of
specific target groups and the implementation of individual
communication methods and measures, as well as the
preparation of annual, interim financial and sustainability/CSR reports. Based in Eschborn next to Deutsche
Börse as well as in Berlin, in Bremen, in the Rhein-Neckar
region, and in Beijing, China, expertise, experience, independence, and a high quality standard define PvF’s way of
working. Both partners act as lecturers at the Frankfurt
School of Finance for the professional training of future
Certified Investor Relations Officers (C.I.R.O.).
PvF Investor Relations
Contact Person
Phone
E-mail
Website
Address
Jörg G.H. Peters
+49-(0) 61 96-7 77 99-0
[email protected]
www.pvf.de
Hauptstr. 129
65760 Eschborn
Germany
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STEP AWARD
www.step-award.de
STEP Award
Contact Person
Phone
E-mail
Website
Address
TECH TOUR
Contact Person
Phone
E-mail
Website
Address
Simon Hentschel
+49-(0) 69-75 91-32 62
[email protected]
www.step-award.de
Frankenallee 68-72
60327 Frankfurt
Germany
Simone Theiss
+41-(0) 22-5 44 60-90
[email protected]
www.techtour.com
Rue de la Croix d’Or 6
1204 Geneva
Switzerland
viaprinto | CEWE Stiftung & Co. KGaA
Contact Person
Thorsten Gebhardt
Phone
+49-(0) 25 34-5 81 69-67
E-mail
thorsten.gebhardt@ viaprinto.de
Website
www.viaprinto.de
Address
Otto-Hahn-Str. 21
48161 Münster
Germany
Page 92
The STEP Award is a competition designed to recognize
innovative growth companies in Germany, Austria and
Switzerland. The initiators, Infraserv Höchst and F.A.Z.Institut Innovation Projects, are pursuing the same goal
together with numerous sponsors and partners of the competition: giving companies an important boost in their
growth phase. The winner will receive a prize amounting to
EUR 100,000, consisting half in prize money, half in services
supporting the company in an integral manner. Additional
prizes will be awarded in several categories. The STEP
Award was created in 2006. Since then, more than 700
companies have participated and benefit from the large
network of the STEP Award community.
The Tech Tour was formed by Venture Capitalist Sven
Lingjaerde in 1998. As of 2013, the Tech Tour is collaborating
with International Venture Club (IVC) and Europe Unlimited
on all events. The Tech Tour is an independent non-profit
organization committed to the development of emerging
technology companies from Europe. Our contribution to the
high tech industry is through the development of European
regional Tech Tours and Industry Summits that bring
together the entire technology ecosystem of local and
global players.
viaprinto – your CEWE Online Print Service – turns your
documents into quality brochures, catalogues, books or
flyers in a flash. The process is amazingly simple. All you
have to do is upload your documents, preview the products
you have chosen in detail and you’ll receive your delivery
just a few hours later. Win your audience over with highquality printed documents for reports, conference papers,
fact sheets, presentations and company profiles. Print with
Germany’s fastest online printer. Order by 6 p.m. for nextday delivery no later than 10.30 a.m..
Partners
The youmex finance group comprises a group of finance
specialists covering a broad range of financial services. The
group has been operating for more than 10 years as a
finance platform and assists small and mid caps as transaction manager and placement coordinator. youmex
simplifies, accelerates and optimises transactions for all
classes of capital, i.e. from debt, mezzanine and equity
capital all the way through to IPOs and the issue of small
and mid cap bonds. Securities are placed by youmex Invest
AG, a financial services institute approved by the Federal
Financial Supervisory Authority (BaFin) and now one of the
leading placement institutes for small and mid cap bonds.
youmex
youmex Invest AG
Contact Person
Phone
E-mail
Website
Address
Jessica Ries
+49-(0) 69-50 50 45-1 14
[email protected]
www.youmex.de
Taunusanlage 19
60325 Frankfurt
Germany
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BOND Magazine
Contact Person
Phone
E-mail
Website
Address
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Contact Person
Phone
E-mail
Website
Address
Börsen-Zeitung
Contact Person
Phone
E-mail
Website
Address
Page 94
Christian Schiffmacher
+49-(0) 63 45-9 59 46-51
[email protected]
www.fixed-income.org
Raiffeisenring 1
76831 Eschbach
Germany
Peter Heinrich
+49-(0) 9 21-74 13-4 00
[email protected]
www.brn-ag.de
Denzenlohestr. 47
95500 Heinersreuth
Germany
Thorsten Dieterle
+49-(0) 69-27 32-5 63
[email protected]
www.boersen-zeitung.de
Düsseldorfer Str. 16
60329 Frankfurt
Germany
Institutional Investment Publishing GmbH is an independent pubishing company which is specialised in reporting on bonds. In 2009, “BONDBOOK/BOND YEARBOOK”
was the first independent and periodical bond medium in
German speaking countries. It is established as a reference
guide for bond issuers and investors. Bond Yearbook was
supplemented by “BOND MAGAZINE” in 2010 which refers
to current issues. Afterwards, several specials were
published, e.g. “GREEN BONDS”, “REAL BONDS” and
“AUTOMOTIVE BONDS”. The internet platform of
BONDBOOK and BOND MAGAZINE is fixed-income.org.
fixed-income.org has content cooperations with several
major finance websites. Furthermore, the publishing company has been offering several workshops for bond
issuers since 2011 (www.bond-conference.com).
The influence of stock exchanges worldwide is immense.
Job market, interest rates, pricing, inflation – all results in
decisions made in economy and politics. Any decision
however needs a brave person to make it. That’s why we
talk to decision makers in economics and experts every
day. Accurate preparation, years of experience and a journalistic format are our tools to deliver background information for the trader as well as interested investors. Fidelity in
work and strict neutrality are our driving forces, which are
mirrored by our listeners’ feedback and steadily increasing
reach with up to 1 million streams per month. We use this to
continuously enhance our programme to make stock markets audible and understandable. That also counts for you –
contact us to learn how: [email protected].
Börsen-Zeitung: Germany’s only daily newspaper for the
financial markets. The Börsen-Zeitung compiles facts and
researches background information to give you a daily
information edge. The Börsen-Zeitung covers banking and
finance, capital markets, companies and all industrial sectors as well as economy and policy. On its website
www.boersen-zeitung.de, all the content which can be
found in the paper as well as a large amount of investment
related data combined with tools for proper analysis is also
available to read.
Media Partners
business new europe (bne) is the only magazine covering
business, economics, finance and politics in the dynamic
new markets of central, eastern and southeast Europe.
bne’s veteran team of journalists has more than 50 years of
collective experience of reporting on this dynamically
growing region and can explain the “why” of “what” is going
on. Meet the captains of industry that are building the new
European economies, receive up to the minute commentary and analysis of breaking news events and spot the
slow-moving trends as they appear. bne is available online
at http://businessneweurope.eu or as a print issue.
business new europe
Contact Person
Victoria Chupina
Phone
+7-(0) 9 03-7 09 65 66
E-mail
[email protected]
Website
www.bne.eu
Address
German Embassy, Mosfilmovskaya ul., 56
119258 Moscow
Russian Federation
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Contact Person
Katarina Dziamski
Phone
+49-(0) 92 21-90 51-6 62
E-mail
[email protected]
Website
www.daf.fm
Address
Kressenstein 15
95326 Kulmbach
Germany
Dow Jones News GmbH
Contact Person
Verena Hofmann-Werther
Phone
+49-(0) 69-29 72 53 34
E-mail
[email protected]
Website
www.dowjones.com
Address
Wilhelm-Leuschner-Str. 78
60329 Frankfurt
Germany
FinanzNachrichten.de
Contact Person
Markus Meister
Phone
+41-(0) 0 44-6 83 11-01
E-mail
[email protected]
Website
www.finanznachrichten.de
Address
Zollikerstr. 27
8008 Zürich
Switzerland
Page 96
DAF Deutsches Anleger Fernsehen – offers access to upto-date news from the finance sector for private investors.
The program focuses on the investor’s value of benefit by
covering all the markets as well as the entire bandwidth
from blue chips to small & mid caps. Every hour „Börse
Live“ highlights the current situation on the stock markets.
Analysts, institutional fund advisors, journalists, and
insiders state their opinion on the current market situation
via video conference. Our DAF correspondents report live
from the German Stock Exchange in Frankfurt and the New
York Stock Exchange. DAF offers one of the largest
financial video-on-demand archives in Germany. DAF can
be viewed on TV via satellite, cable-networks and is also
integrated in a wide range of online portals.
Dow Jones & Company is a global provider of news and
business information, delivering content to consumers and
organizations via newspapers, Web sites, apps, video,
newsletters, magazines, proprietary databases, conferences, and radio. Dow Jones has produced unrivalled quality
content for over 100 years and today has one of the world’s
largest news-gathering operations with 2,000 journalists in
more than 50 countries, including The Wall Street Journal,
America’s largest newspaer in terms of total average circulation. Other premier brands include Barron’s, MarketWatch, and DJX, its flagship news and analytics platform.
Dow Jones publishes in 13 languages and distributes
content in 28 languages, combining technology with news
and data to support business decision making.
FinanzNachrichten.de is the leading financial news portal
in the German language and one of the biggest financial
websites on the German market. Whereas financial portals
usually only offer news gathered from their own in-house
journalists, FinanzNachrichten.de offers a wide spectrum of
news from different media sources in different countries.
FinanzNachrichten.de offers more than 12,000 financial
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F V G G P Z K G T E C W Z T D
X N Q H K X S I X P W Q P K S
P Y K G Y X B J J R H O V M L
B P M G C N U P E J X P W E W
K U G X S E H R X V I U C E S
N V S E I V B I X M N P N C V
J C O B Y I V J D M Z Q U G K
G D K V P S P H L J V E K Q R
S T Y O R J D M Z Q U G K W W
X E C E S C B M U N T T C S I
N A K T I B O N D S M L M D C
N E L H S Z U K W B N G P R K
I R V A J L A B E F H B P J U
P J J S C Q A W L R K J E N H
A E L A L S U P W O M T E R Z
F J U U E F P B P H S D I C R
C A Y T I O N S H D H S Q R K
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C G P F O L Z B R I C B D N B
M A L V F U E Q F L A Q O K I
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V X B I R E N K D O R C N L K
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E K I P Y K G Y X B J J R H O
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O K M F Z B J D G P C N W L J
A G J U K R Z N S K Z W H C D
H H V V Z B J H Y X D B T V
Q B L K G V J N N S P K P O
U Q M C X I I F P K H P H M
H I C R G C Y B Q S L A E U
Co
C
orp
rporat
rpor
ate
e Co
Communicat
Com
atio
at
ions
St tegy
Strate
gy
y | Edi
dito
torial Work
k | Me
M dia
a Rela
Re
elati
tion
on
ns
Me
edia Events
Ev tss | PR Outsou
ou
urc
rcing | Crris
isis
is Communica
catio
ons
Inte
ternal
al Co
om
mmu
municationss | Corpor
o atte Website
Brrand Co
Comm
mm
m
munications | Moderat
a ion
n an
and
d Training
Media Partners
Frankfurt Business Media GmbH
Contact Person
David Prinz
Phone
+49-(0) 60 31-73 86-17 04
E-mail
[email protected]
Website
www.finance-magazin.de
Address
Bismarckstr. 24
61169 Friedberg
Germany
GoingPublic Magazin – GoingPublic Media AG
Contact Person
Markus Rieger
Phone
+49-(0) 89-2 00 03 39-0
E-mail
[email protected]
Website
www.goingpublic.de
Address
Hofmannstr. 7a
81379 Munich
Germany
Contact Person
Phone
E-mail
Website
Address
Page 98
Natalia Hoffmann
+49-(0) 69-71 67 79-10
[email protected]
www.inyt.com/ineurope
Friedrichstr. 52
60323 Frankfurt
Germany
Since its founding in 2001, FRANKFURT BUSINESS MEDIA
has grown into a leading publishing house for financerelated cross-media platforms. We are majority-owned by
the F.A.Z. Group, the publishing house of Germany’s
leading daily F.A.Z. We have successfully staked out a relevant position in the financial services ad market through our
flexible and efficient positioning services. Our flagship
publications speak to three distinct core target groups:
1.) CFOs of private-sector companies (the German magazine “FINANCE” and the English “CFO Insight” magazine);
2.) treasurers of municipalities and public-sector companies (newspaper “Der Neue Kämmerer”); 3.) shareholders,
founders and CEOs of large family owned businesses
(“wir”, and “Markt und Mittelstand” magazine).
GoingPublic Magazin is a modern capital market publication for securities issuers and investment professionals.
The monthly magazine (together with 10-15 special issues)
gives issuers an insight into being public trends and IR
issues, as well as covering any relevant capital market innovations. Leading law firms contribute their expertise in the
form of specialist articles on tax and legal issues, whilst the
M&A section charts developments from the spectrum of
public takeovers to companies going private. Different
newsletters report regularly on capital market trends, IPOs,
IR news and life sciences issues. On top of that, the
magazine sees itselfs as being the leading public platform
and as a channel for communication between issuers,
investors, service providers and the financial community.
The International New York Times’ expanded international
team will be able to report about even more globally relevant stories so as to ensure that our unique global perspective is maintained and enhanced for readers across all print
and digital formats. The International New York Times is an
exciting new offering that delivers essential global news,
Business insights and cultural content. Reporting from
every corner and hubs around the world, the International
New York Times provide relevant and timely coverage 24/7,
resulting in a truly global sensibility.
Sale of
Funkwerk Information Technologies
York Ltd.
to
Capital increase
Sole Lead Manager
Sole Bookrunner
Aug 2013
7.75% Corporate Bond
€ 25 m
Sole Lead Manager
Sole Bookrunner
Bond placement
Sep 2013
Bond placement
Sell-Side Advisory
Oct 2013
Sole Lead Manager
Sole Bookrunner
€ 25 m
1,461,909 preferred shares
Placement price: € 52.00
Placement volume: € 76 m
Sole Global Coordinator
Sole Bookrunner
Jun 2013
7,875% Corporate Bond
€ 30 m
Fairness Opinion
in the context of the
Advisory
Sole Lead Manager
Sole Bookrunner
€ 15 m
Bond placement
19,571,049 shares
23,349,289 convertible bonds
Placement price: € 1.00
Placement volume: € 42.9 m
Private placement
Capital Increase / Convertible
“The entrepreneurs among bankers”
Sole Lead Manager
Sole Bookrunner
Takeover Offer by
Steilmann Holding AG
Trapeze Group
Sole Lead Manager
Sole Bookrunner
Apr 2013
Sale of 100%
of the shares
to
€ 30 m
Sole Lead Manager
Sole Bookrunner
Systemair AB
Mar 2013
Apr 2013
Bond placement
€ 60 m
May 2013
Bond placement
May 2013
Sell-Side Advisory
Bond placement
May2013
Nov 2012
€ 35 m
Sole Lead Manager
Sole Bookrunner
Jun 2012
(selected transactions)
Corporate Finance
G
G
G
G
G
G
Research & Sales
Mergers & Acquisitions
Initial Public Offering
Equity Capital Market Transactions
Bond Issues
Promissory notes
Debt Advisory
G
G
G
G
G
Research
Support for Institutionel
Clients
Share Placements
Bond Placements
Roadshows
Exclusive member of the
European Securities Network
(ESN)
Financial Markets
G
G
G
G
G
Designated Sponsoring
Brokerage
Specialist Shares / Bonds
Eletronic Order Routing
Gateway to the Financial
Markets
equinet Bank AG
Frankfurt am Main
www.equinet-ag.de
Tel. 0049 (0)69 58997-0
Media Partners
mergermarket
Contact Person
Phone
E-mail
Website
Address
David Kubatzky
+49-(0) 30-4 67 22-9 99
[email protected]
www.mergermarket.com
Burggrafenstr. 14
10787 Berlin
Germany
n-tv Nachrichtenfernsehen GmbH
Contact Person
Phone
E-mail
Website
Address
Thomas Hellwege
+49-(0) 2 21-4 56-33 10
[email protected]
www.n-tv.de
Picassoplatz 1
50679 Köln
Germany
pressetext Nachrichtenagentur GmbH
Contact Person
Dr. Franz Temmel
Phone
+43-(0) 1-8 11 40-1 24
E-mail
[email protected]
Website
www.pressetext.com
Address
Schiffbauerdamm 40
10117 Berlin
Germany
Page 100
mergermarket is an independent Mergers and Acquisitions
(M&A) intelligence service with an unrivalled network of
dedicated M&A journalists based in 56 locations across the
Americas, Europe, Asia-Pacific, the Middle-East and Africa.
Unlike any other service of its kind, mergermarket specializes in providing forward-looking origination and deal
flow opportunities integrated with a comprehensive deals
database – resulting in real revenues for clients. Visit
www.mergermarket.com.
n-tv, Germany’s first news channel, stands for reliable, fast,
comprehensive and independent news. n-tv provides the
latest news about politics, economy, sports and society: 24
hours a day, 365 days a year. n-tv is known for a high level
of live broadcasting, its breaking news character and its
extensive coverage of business topics. Day-to-day, n-tv
offers the latest stock exchange and company news as well
as consumer topics - thoroughly researched, prepared and
presented in a comprehensible way. Up-to-date political
talks, high-quality magazines and documentations complete the n-tv program. As a modern news company, n-tv
offers its content on all platforms – on TV, online and via its
successful news applications for mobile phones.
Everything IR professionals need: pressetext is partner and
service provider for PR and IR officers. The pressetext
platform offers companies and institutions access to the
information, finance and scientific elite of Europe. Press
releases as well as capital market communications (TUG
with warranty) are spread through a highly developed information dissemination system in all German-speaking
countries and beyond, through local and global news agencies such as Bloomberg, Dow Jones Newswires and
Thomson Reuters worldwide. email: [email protected].
Berlin: +49-(0) 30-29770-2521, Vienna +43-(0)1-81140-333.
Media Partners
The mission of Property Investor Europe is to bring transparency to European real estate for global investment
professionals. Via PIE Dailies, Online Weeklies and flagship
monthly print magazine, plus events, PIE news-intelligence
is the leading source of information in this key investment
asset class and geography. PIE is written in English but is
published from Frankfurt/Main and with senior editors in
major centres around Europe. An average of 12,000 global
professionals read PIE Dailies. PIE’s monthly magazine,
10 times yearly, runs out 3,000-5,000 print editions (more
during MIPIM, Expo Real and other major events). Who
reads PIE: investing institutions, capital allocators and
managers, banks, global REITs, non-listed and listed funds,
corporate treasurers and private investors.
Property Investor Europe
Contact Person
Phone
E-mail
Website
Address
Frank Beinborn
+49-(0) 69-24 43 33-1 28
[email protected]
www.pie-mag.com
Friedrich-Ebert-Anlage 36
60325 Frankfurt
Germany
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Frank Schmidt
Phone
+49-(0) 2 28-9 54 99-91
E-mail
[email protected]
Website
www.unternehmermagazin.de
Address
Schloßallee 10
53179 Bonn
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VDI Verlag GmbH
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Phone
E-mail
Website
Address
Iris Klose
+49-(0) 2 11-61 88-1 20
[email protected]
www.vdi-nachrichten.com
Postfach 10 10 54
40001 Düsseldorf
Germany
The unternehmermagazin (est. 1953) is Germany’s oldest
publication exclusively for owner managers of medium and
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Representative Office of biw Bank fuer Investments
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Mainzer Landstrasse 61, D - 60329 Frankfurt am Main
Dirk Blumhoff / Ralf Hellfritsch
Phone
+49 (0)69-71 91 838-10
Email
Internet
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biw Bank für Investments und Wertpapiere AG
Hausbroicher Strasse 222, D - 47877 Willich
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+49 (0)2156-4 920-0
Email
Internet
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Network Partners
BVMW - Bundesverband mittelständische Wirtschaft,
Unternehmerverband Deutschlands e.V.
Contact Person
Josef Stumpf
Phone
+49-(0) 62 21-1 38 90-10
E-mail
[email protected]
Website
www.bvmw.de
Address
Mosse Palais Leipziger Platz 15
10117 Berlin
Germany
Deutscher Investor Relations Verband e.V.
Contact Person
Kay Bommer
Phone
+49-(0) 69-95 90-94 90
E-mail
[email protected]
Website
www.dirk.org
Address
Reuterweg 81
60323 Frankfurt
Germany
Deutsches Aktieninstitut e.V.
Contact Person
Phone
E-mail
Website
Address
Page 104
Dr. Franz-Josef Leven
+49-(0) 69-9 29-15 24
[email protected]
www.dai.de
Niedenau 13-19
60325 Frankfurt
Germany
The Bundesverband mittelständische Wirtschaft, or BVMW
for short, is a politically neutral association representing the
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DIRK is the association for Investor Relations (IR) in Germany.
As the voice of IR professionals, DIRK represents the concerns of its members in an active dialogue with interest
groups and capital market stakeholders, political institutions and the general public. The association offers its
members specific support and promotes regular exchange
among its own ranks and with IR specialists from all over
the world. With its more than 300 members, DIRK sets the
standards of communication between companies and the
capital market. The spectrum of companies organised
within DIRK includes almost all index values, companies
with a small market capitalisation, IPO-candidates and
individuals.
Deutsches Aktieninstitut e.V. is the association of German
exchange-listed stock corporations and other companies
and institutions which are engaged in the capital markets
development. Its most important tasks include supporting
the relevant institutional and legal framework of the German
capital market and the development of a harmonised European capital market, enhancing corporate financing in
Germany and promoting the acceptance of equity among
investors and companies.
Network Partners
Dr. Kalliwoda Research GmbH is an independent supplier
of equity and bond research. We are a specialist for mid
and small caps, providing an excellent grade in research
and quantitative models since 2003. The company covers
the sectors IT & Software, Media, Engineering & Special
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are focusing on service, quality and clients. Our research
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We are a Frankfurt-based advisory firm specialized in business partnering and investment opportunities for institutional investors, international banks and strategic partners.
Furthermore, we assist German enterprises and institutions
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investors from the Middle East and South Asia on investments in German companies, the introduction of German
technology companies to institutional investors in the
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and enterprises. For further information, please visit
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Dr. Kalliwoda Research GmbH
Contact Person
Phone
E-mail
Website
Address
Dr. Norbert Kalliwoda
+49-(0) 69-97 20 58-53
[email protected]
www.kalliwoda.com
Arndstr. 47
60325 Frankfurt
Germany
F I C Frankfurt International Consulting GmbH
Contact Person
Yusef Ahmed
Phone
+49-(0) 69-1 75 36 69-40
E-mail
[email protected]
Website
www.frankfurt-ic.com/company
Address
Taunusanlage 1
60329 Frankfurt
Germany
b-to-v Partners AG
Contact Person
Phone
E-mail
Website
Address
Alexander Stoeckel
+41-(0) 71-2 42 20 00
[email protected]
www.b-to-v.com
Blumenaustr. 36; Postfach 142
9004 St. Gallen
Schweiz
eCAPITAL entrepreneurial Partners AG
Contact Person
Dr. Paul-Josef Patt
Phone
+49-(0) 2 51-70 37 67-0
E-mail
[email protected]
Website
www.ecapital.de
Address
Hafenweg 24
48155 Münster
Germany
Brockhaus Private Equity GmbH
Contact Person
Martin Twellmeyer
Phone
+49-(0) 69-71 91 61 81
E-mail
[email protected]
Website
www.brockhaus-pe.com
Address
Myliusstr. 30
Germany
EnjoyVenture Management GmbH
Contact Person
Dr. Peter Wolff
Phone
+49-(0) 2 11-23 95 51 70
E-mail
[email protected]
Website
www.enjoyventure.de
Address
Elberfelder Str. 2
40213 Düsseldorf
Germany
Earlybird Venture Capital
Contact Person
Phone
E-mail
Website
Address
LSP
Contact Person
Phone
E-mail
Website
Address
Page 106
Christine Götze
+49-(0) 30-4 67 24 70-20
[email protected]
www.earlybird.com
Münzstr. 21
10178 Berlin
Germany
Dr. Jörg Neermann
+49-(0) 89-33 06 66 0
[email protected]
www.lspvc.com
Dachauer Str. 65
80335 Munich
Germany
S-UBG Gruppe
Contact Person
Phone
E-mail
Website
Address
Markus Krückemeier
+49-(0) 2 41-4 70 56-0
[email protected]
www.s-ubg.de
Markt 45-47
52062 Aachen
Germany
Ihre Präsenz
am Kapitalmarkt
So einfach geht’s:
venturecapital.de
Contact Person
Lukas Bennemann
Phone
+49-(0) 69-90 74 76-60
E-mail
[email protected]
Website
www.venturecapital.de
Address
Kennedyallee 70a
60596 Frankfurt
Germany
WHEB Partners Limited
Contact Person
Phone
E-mail
Website
Address
Jörg “George” Sperling
+49-(0) 89-1 22 28 08-20
[email protected]
www.whebpartners.com
Maximilianstr. 36
80539 Munich
Germany
Deutsches Eigenkapitalforum 2013 Page 107
■ Verbreitung von Pflichtmitteilungen
gemäß EU-Transparenzrichtlinie
und § 15 Wertpapier-Handelsgesetz
■ Belieferung von Börsen,
Aufsichtsorganen und
Datenarchiven
■ Europäisches Medienbündel,
Dow Jones, Bloomberg,
Thomson Reuters
■ Effiziente Web 2.0-Interfaces
■ Parallel gesteuerter Versand
■ Maximale Kontrolle und
Dokumentation
Deutschlands erster
Adhoc-Dienstleister
mit Jahres-Flatrate!
pressetext Nachrichtenagentur
Schiffbauerdamm 40, 10117 Berlin
Tel. (030) 29 770-25 00
[email protected]
4JET Technologies GmbH
Business
Energy Efficiency & Reduction of Emission
Contact Person
Jörg Jetter
Phone
+49-(0) 24 04-5 52 30
E-mail
[email protected]
Website
www.4jet.de
Address
Konrad Zuse Str. 1
52477 Alsdorf
Germany
Baltijskij Bereg AG
Business
Contact Person
Phone
E-mail
Website
Address
Affimed Therapeutics AG
Business
Contact Person
Phone
E-mail
Website
Address
brickfox GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Biotechnology
Dr. Florian Fischer
+49-(0) 62 21-6 53 07-35
[email protected]
www.affimed.com
Im Neuenheimer Feld 582
69120 Heidelberg
Germany
Augmentation Industries GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Auxo GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Page 108
Communication Technology
Dr. Alexander Marten
+49-(0) 2 21-6 77 78-1 11
[email protected]
www.mad.ai
Hansaring 97
50670 Köln
Germany
Internet
Markus Kempkes
+49-(0) 30-5 77 01 12-30
[email protected]
www.cloudpartner.de
Windscheidstr. 18
10627 Berlin
Germany
caprotec bioanalytics GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Food, Tabaco
Ph. D Saltsman Sergei
+7-(0) 8 12-7 06-07 60
[email protected]
www.baltbereg.com
Mineralnaya Str. 29
195009 St.-Petersburg
Russian Federation
IT-Services
Timo Weltner
+49-(0) 7 11-76 16 42-12
[email protected]
www.brickfox.de
Hermannstraße 5A
70178 Stuttgart
Germany
Biotechnology
Dr. Jonathan Turner
+49-(0) 30-63 92-36 80
[email protected]
www.caprotec.com
Volmerstrasse 5
12489 Berlin
Germany
DeVeTec GmbH
Business
Energy Efficiency & Reduction of Emission
Contact Person
Joachim Meyer
Phone
+49-(0) 6 81-83 07 88-10
E-mail
[email protected]
Website
www.devetec.de
Address
Altenkesselerstr. 17/D2
66115 Saarbrücken
Germany
Genekam Biotechnology AG
Business
Contact Person
Phone
E-mail
Website
Address
GNA Biosolutions GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Biotechnology
Dr. Sudhir Bhatia
+49-(0) 2 03-55 58 58-31
[email protected]
www.genekam.de
Damm Str. 31-33
47119 Duisburg
Germany
Biotechnology
Dr. Lars Ullerich
+49-(0) 89-99 82 07-1 99
[email protected]
www.gna-bio.de
Am Klopferspitz 19
82152 Martinsried
Germany
Heliatek GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Renewable Energy
Thibaud Le Séguillon
+351-(0) 2 13-0 34-30
[email protected]
www.heliatek.com
Treidelerstr. 3
01139 Dresden
Germany
HELIOVIS AG
Business
Renewable Energy
Contact Person
Dr. Wolfram Krendlesberger
Phone
+43-(0) 6 64-9 11 03 03
E-mail
[email protected]
Website
www.heliovis.com
Address
Industriezentrum NÖ-Süd, Str. 2d, Objekt M16
2351 Wiener Neudorf
Austria
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Hepa Wash GmbH
Business
Contact Person
Phone
E-mail
Website
Address
MedTech
Catherine Schreiber
+49-(0) 89-4 11 18 42-31
[email protected]
www.hepawash.com
Agnes-Pockels-Bogen 1
80992 München
Germany
Humedics GmbH
Business
Contact Person
Phone
E-mail
Website
Address
MedTech
Erwin de Buijzer
+49-(0) 30-59 00 83-2 40
[email protected]
www.humedics.de
Marie-Elisabeth-Lüders-Str. 1
10625 Berlin
Germany
Ingenious Technologies AG
Business
Software
Contact Person
Christian Kleinsorge
Phone
+49-(0) 89-55 26 07-11
E-mail
[email protected]
Website
www.ingenioustechnologies.com
Address
Rosenheimer Str. 145h
81671 Munich
Germany
Jedox AG
Business
Contact Person
Phone
E-mail
Website
Address
Software
Jochen Lachnit
+49-(0) 7 61-1 51 47-0
[email protected]
www.jedox.com
Bismarckallee 7a
79098 Freiburg
Germany
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Lophius Biosciences GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Analysen, Statistiken, Hintergründe, Kurse, Charts
Biotechnology
Prof. Dr. Ralf Wagner
+49-(0) 9 41-6 30 91 97-85
www.lophius.com
www.lophius.com
Josef-Engert-Str. 13
93053 Regensburg
Germany
www.bondguide.de
Miracor Medical Systems GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Page 110
MedTech
Mag. Ludwig Gold
+43-(0) 1-2 36 65 76-12
[email protected]
www.miracormedical.com
Gumpendorferstr. 139
1060 Wien
Austria
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quirin bank AG, Investment Banking:
Schillerstraße 20, 60313 Frankfurt am Main
Telefon: 069 247 50 49-30
E-Mail: [email protected]
OEC AG
Business
Contact Person
Phone
E-mail
Website
Address
PRECISIS AG
Business
Contact Person
Phone
E-mail
Website
Address
Optical Technology
Dr. Ralf Leutz
+49-(0) 89-82 00 50-30
[email protected]
www.oec.net
Lindwurmstr. 41
80337 München
Germany
MedTech
Dr. med. Angela Liedler
+49-(0) 62 21-6 55 93-00
[email protected]
www.precisis.de
Hauptstr. 73
69117 Heidelberg
Germany
Protectimmun GmbH
Business
Contact Person
Phone
E-mail
Website
Address
ROWIAK GmbH
Business
Contact Person
Phone
E-mail
Website
Address
PROSOL Invest Deutschland GmbH
Business
Renewable Energy
Contact Person
Christoph Ostermann
Phone
+49-(0) 83 04-9 29 33-4 00
E-mail
[email protected]
Website
www.sonnenbatterie.de
Address
Am Riedbach 1
87499 Wildpoldsried
Germany
sharewise GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Protagen AG
Business
Contact Person
Phone
E-mail
Website
Address
tailorjack GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Page 112
Life Science
Dr. Stefan Müllner
+49-(0) 2 31-97 42-63 00
[email protected]
www.protagen.com
Otto-Hahn-Str. 15
44227 Dortmund
Germany
Biotechnology
Dr. Marion Kauth
+49-(0) 2 09-38 97 13-63
[email protected]
www.protectimmun.de
Ückendorfer Str. 237e
45886 Gelsenkirchen
Germany
MedTech
Dr. Birgitta Stolze
+49-(0) 5 11-2 77 29-55
[email protected]
www.rowiak.de
Garbsener Landstr. 10
30419 Hannover
Germany
FinTec / Social Media
Michael Mellinghoff
+49-(0) 69-13 39 87 34
[email protected]
www.sharewise.comx
c/o CFP, Kennedyallee 70a
Germany
Internet trading
Heiko Krajewski
+49-(0) 40-87 50 61 75
[email protected]
www.tailorjack.de
Kleine Johannisstr. 10
20457 Hamburg
Germany
t-cell Europe GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Vimecon GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Biotechnology
Dr. Claudia Ulbrich
+49-(0) 3 31-27 97 56-91
[email protected]
www.t-cell.de
Zeppelinstr. 189
14471 Potsdam
Germany
Viprinet Europe GmbH
Business
Contact Person
Phone
E-mail
Website
Address
Electronic Components & Hardware
Günter Hündl
+49-(0) 67 21-4 90 30-1 23
[email protected]
www.viprinet.com
Mainzer Str. 43
55411 Bingen
Germany
MedTech
Dr. Kai Markus
+49-(0) 24 07-5 55 99-0
[email protected]
www.vimecon.com
Kaiserstr. 100
52134 Herzogenrath
Germany
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Page 114
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Contact Persons at Deutsche Börse Group
Barbara Georg
Head of Issuer & Primary Market Relations
Telephone: +49-(0) 69-2 11-1 72 97
Stefan Höfer
Vice President
Telephone: +49-(0) 69-2 11-1 57 03
Alexander von Preysing
Deputy Head of Issuer & Primary Market Relations
Telephone: +49-(0) 69-2 11-1 72 71
Nicole Koludrovic
Vice President
Telephone: +49-(0) 69-2 11-1 26 83
Stefan Leisner
Key Account Manager
Telephone: +49-(0) 69-2 11-1 24 16
Eric Leupold
Key Account Manager
Telephone: +49-(0) 69-2 11-1 52 45
Susanne Plewan
Senior Vice President
Telephone: +49-(0) 69-2 11-1 52 71
Yuxing Ruan
Vice President
Telephone: +49-(0) 69-2 11-1 52 32
Deutsches Eigenkapitalforum 2013 Page 115
Service
Index of Advertisers
Advertiser
Page
ADC African Development Corporation
Baader Bank
Baker Tilly Roelfs
Bankhaus Lampe
BankM/biw bank
BB Biotech Bellevue Investments
BDO Wirtschaftsrprüfungsgesellschaft
Berenberg
biw bank
bondguide.de
Börsen-Zeitung
CFO Insight
Close Brothers Seydler Bank
CMS Hasche Sigle
Dentons
Deutsche Börse
Donner & Reuschel
Dow Jones & Company
DZ BANK
Edison Investment
equinet bank
EY Ernst & Young
Finanznachrichten.de
GBC
goingpublic.de
Grand City Properties
Haubrok Corporate Events
heureka
IKB Deutsche Industriebank
Indus Holding
Init
KfW
Luther
MC Services
mergermarket
monIdee
Moody's Analytics
MSW
NanoFocus
PNE Wind
Pressetext Nachrichtenagentur
quirin bank
Renell Bank
Scope Ratings
Standard & Poors Rating Services
Steubing Wertpapierhandelsbank
Taylor Wessing
VentureCapital App
viaprinto
VIB Vermögen
youmex Invest
Page 116
35
11
51
49
103
33
43
47
27, 29
110
91
95
21
25
71
117, U4
65
59
55
15
99
7
41
109
61
102
93
72
53
67
101
37
13
17
97
79
77
63
75
83
31
107
111
69
89
39
87
45
113
81
57
23
$EUTSCHES¬%IGENKAPITALFORUM
w%NTREPRENEURSåMEETåINVESTORSi
Imprint Conference Magazine
(Issue No. 4)
Publisher:
Deutsche Börse AG
Mergenthalerallee 61, 65760 Eschborn, Germany
www.xetra.com/listing
[email protected]
Tel. +49-(0) 69-2 11-1 88 88
Publishing partner:
GoingPublic Media AG
Hofmannstr. 7a, 81379 Munich, Germany
www.goingpublic.de, [email protected]
Tel. +49-(0) 89-2 00 03 39-0
Project management:
Nicole Koludrovic, Deutsche Börse AG
Carola Lübbing-Raukohl, Deutsche Börse AG
Editorial:
Falko Bozicevic, Maximiliane Worch, Oliver Bönig,
GoingPublic Media AG
Editorial assistance:
Alexandra Gimbel, Ann-Christin Schnabel, Vanessa Schuberth,
Falko Weinert, Deutsche Börse AG
Authors:
Dr. Anne de Boer, Martin Brandscheid, Gunnar Cohrs, Yi Ding,
Dominik Eisenkopf, Karl Filbert, Reto Francioni, Kai Frömert,
Frank Gast, Ralf Geisler, Manuel Hoelzle, Marco Huder, Astrid
Kricke, Dr. Lars-Gerrit Lüßmann, Christian Obst, Michael
Oppermann, Anna Patrice, Volker Potthoff, Marcus Pratsch,
Alexander von Preysing, Marc Renell, Hendrik Riedel, Gabriele
Ristau, Axel Rose, Dr. Jörg Schröder, Tim Sichting, Dr. Florian
Stapf, Fraser Thorne, Dr. Christian Thun, Christoph F. Vaupel,
Edda Vogt, Lutz Weiler, Alexander Wiegelmann
Interviewees:
Anne Hennecke, Dr. Axel Nawrath, Dr. Martin Reck
Layout:
Andreas Potthoff, Robert Berger, GoingPublic Media AG
Picture editing:
Andreas Potthoff, Robert Berger, GoingPublic Media AG
Proofreading:
Ade Team
Printing:
www.viaprinto.de
Disclaimer:
The German Equity Forum 2013 is organised by komments
GmbH under the patronage of Deutsche Börse AG und KfW
Bankengruppe. As initiators of the event Deutsche Börse AG
and KfW Bankengruppe are responsible for the content and set
up of the forum program. komments GmbH is the organiser and
in charge of the realisation of the forum.
Reproduction:
All rights reserved, ©2013 Deutsche Börse AG, Eschborn,
Germany
[email protected]
German Equity Forum 2013
Exhibition stand programme:
Meet the experts of Deutsche Börse Group
Monday, 11 November 2013
Security issues via the Xetra subscription functionality – An innovative way towards a wide range of investors
Svenja Wesselmann, Issuer & Primary Market Relations and Edda Vogt, boerse-frankfurt.com
Going public – How to get your admission process smoothly done
Renata Bandov, Head of Listing Services and Oliver Seifert, Listing Services
Communicating sustainability: Standardization & Transparency of ESG criteria's
Ljubica Kraljevic, Analyst, Corporate Responsibility and Kristina Jeromin, Corporate Responsibility
Tuesday, 12 November 2013
Home market Xetra – Investor Relations between fragmentation and transparency
Regulation changes the rules of the game, technology changes structures
Dr. Miroslav Budimir, Senior Vice President, Cash Market
Communicating sustainability: Standardization & Transparency of ESG criteria's
Ljubica Kraljevic, Analyst, Corporate Responsibility and Susanne Plewan, Senior Vice President, Issuer & Primary Market Relations
Deutsche Börse DAX Indices – Understanding the calculation method and selection criteria
Veronika Kylburg, Product Development Manager, Senior Associate, STOXX Ltd.
"Registered Shares" – Bearer shares in Collected Safe Custody
Theory and practice in the triangle Central Securities Depositary – Issuer – Registrar Company
Angela Wohlgemuth-Klein, Vice President Settlement Services, Head of Unit Registered Shares, Clearstream Banking AG
GC Pooling Select – Secured Financing via Central Counterparty
Gabriele Ristau, Head of Sales & Relationship, Eurex Repo GmbH
Clearstream Triparty-Repo – Risk diversification in the money market through Central Counterparties & Trading Platforms
Carsten Hiller, Senior Sales Manager, Global Securities Financing, Clearstream Banking AG
Markets are changing – are you ready for trading?
Ferdina Yarzada, Vice President, Business Relations, Eurex Clearing AG
MNI Indicators – Insight and Data for better decisions
Tim Healy, Sales Consultant, MNI Deutsche Börse Group
Wednesday, 13 November 2013
Security issues via the Xetra subscription functionality – An innovative way towards a wide range of investors
Svenja Wesselmann, Issuer & Primary Market Relations and Edda Vogt, boerse-frankfurt.com
GC Pooling Select – Secured Financing via Central Counterparty
Nicole Sattinger, Sales & Relationship Manager, Eurex Repo GmbH
Markets are changing – are you ready for trading?
Ferdina Yarzada, Vice President, Business Relations, Eurex Clearing AG
REGIS-TR: The first European transaction register for Derivatives – Accomplishing the EMIR reporting obligations
Karin Gregorius, Vice President, Client Relations Germany, Clearstream Banking AG
You are interested in a personal appointment? Please call us: +49-(0) 69-2 11-1 74 88.
Programme overview Detailed programme at infocounter
Monday, 11 November 2013 – Main level (C2)
Room
Plenum
Frankfurt
Equity Forum
Hong Kong
Beijing
Munich
Corporates only-Workshops
PE & VC Lounge
I&G Companies
08:00 Registration and Business Breakfast
08:45
08:45 – 18:30
10:00 Plenum Welcome Address and Opening Remarks: Dr. Reto Francioni, CEO, Deutsche Börse AG; Dr. Ulrich Schröder, Member of the Executive Board, KfW
10:15 Plenum Keynote Speech: The consequences of banking regulations – Also on supplying debt and equity capital to businesses Jürgen Fitschen, Co-Chief Executive Officer, Deutsche Bank AG
11:00 Growth Capital for technology
companies – Can the exchange
12:00 play a key role?
12:15 Why are family enterprises and
capital markets a bad team?
IPOs and the follow-up period – tips
for effective preparation
Equity Base as an indicator
for financial soundness
13:15 Lunch Buffet and Exhibition
14:00
Keynote Speech:
Investing in global high growth
pre-IPO e-commerce companies
Company
presentations
every 15
minutes,
from 08:45
until 18:30
Tailor-made participation programmes Corporate governance matters
PE-networking break & flying buffet
sponsored by CMS Hasche Sigle
clients
14:30 Giving growth a boost – Private Equity Trash to cash – investment opportuni- in order to incentivise employees and
a Pillar for SME Financing
ties in the recycling and waste management industry
Do entrepreneurs & Venture Capital
investors aim at the same target?
15:30 Coffee Break
16:00 Challenges to the German
Successful growth and interVenture Capital market
nationalisation via Private Equity
17:00 Elevator Pitch
Investmentbanks and VC/PE-Investors present themselves in 3-minute pitches
18:30 End of Forums programme Please note: Programme of company presentations is scheduled from 08:15 to 18:40
19:00
Innovation through cooperation of big
and small - a case study
Rotating matching dinner on the premises of KfW (by invitation only!)
Investor & IR Forum
DAX/MDAX-Days
09:00 Plenum Keynote Speech: Structural changes in exchange trading – These are the stockholders of today
10:00 Financing internet/e-commerce com-
panies via the stock exchange
11:00 Integrated reporting – A new era in
The recapitalisation of German stock
corporations in distress
Executive remuneration and management incentivation programs
New horizons for investment decisions The next wave of regulation
capital market communication
13:45 Will the middle class in the
14:00 debate of corporate governance
be left behind?
15:00 Finding investors for small caps:
why, when, who, where and how.
Vola, Iceberg-order, closing auction –
your stock traded live
Family Offices and high net worth
individuals
The analyst in the area of conflict
between investors and corporate IR
Conversion from bearer shares
to registered shares
16:00 Coffee Break
Presenting companies:
Axel Springer AG
Baywa AG
Fraport AG
Fuchs Petrolub SE
TAG Immobilien AG
Wincor Nixdorf AG
Floor presentation,
registration required
Designated Sponsoring – more
than just a quote?
16:30 Agrarforum
18:00 End of Forums programme Please note: Programme of company presentations is scheduled from 09:00 to 18:40
19:00
Get-Together (registered participants only) Venue: Congress Center Messe Frankfurt
Debt Capital Forum
DAX/MDAX-Days
Bond Presentations
Presenting companies:
Prime Standard
for corporate bonds
10:00
Plenum: Success of the German Mittelstand – a sustainable development? From a macro-economic perspective
11:00 Good bond – bad bond
Institutional and private placement
in the Prime Standard for corporate
bonds
Investor expectations and ratings
in an area of conflict
12:00
12:15 Outlook to the German
SME bond market
Structures and rating of
mid markets Bonds
Transparency and communication in
the tense environment of a changing
capital market
14:00
14:15 Creditor Relations in practice
Establishing minimum standards for
Corporate bonds – specific structures documentation and covenants in the
market of mid-cap bonds
and forms
15:00 Capital market financing of the
German energy turnaround
16:15 End of Forums Programme Please note: Programme of company presentations is scheduled from 09:00 to 16:20
Page 118
Lanxess AG
RTL Group
Sky Deutschland AG
Symrise AG
Floor presentation,
registration required
Benchmark bonds
Moderation: IKB
Monday, 11 November 2013 – Upper level (C3)
Berlin
Room
Room
London
Madrid
Milan
Paris
Zurich
Consumer / Retail
Hosted by
equinet Bank AG
Software / IT-Services
Hosted by edison
Company Presentations – Market Cap <100 Mio. €
08:15 Software
/ IT-Service
/ Internet
Hosted by IKB
Industrial / Technology
Hosted by
Close Brothers Seydler
Bank AG
Greentech
Pharma / Biotech
Hosted by
Hosted by MC Services
Financial Services
/ Real Estate
Hosted by BankM
Pharma / Medtech
Industrial
Software
Hosted by edison
/ Retail
/ e-commerce
/ Media
Hosted by
FCF Fox Corporate Finance Software / Internet
Industrial / Energy
Hosted by equinet Bank AG
Hosted by edison
18:40
Company Presentations – Market Cap >100 Mio. €
09:00 Financial Services / Real
Estate
Hosted by IKB
Pharma / Biotech
Software / IT Services /
Internet
Hosted by edison
Industrial / Technology
Hosted by DZ BANK AG
Consumer Retail
Hosted by Close Brother
Seydler Bank AG
Industrial / Automotive
Hosted by
Close Brothers Seydler
Bank AG
Energy / Industrial
Hosted by edison
Technology
Hosted by equinet Bank AG
Industrial / Automotive
Energy / Industrial
Hosted by
Pharma / Biotech
Hosted by BankM
18:40
Company Presentations – Market Cap >100 Mio. €
Bond Presentations
Entry Standard
for corporate bonds
09:00 Consumer Retail
Hosted by DZ BANK AG
SME bonds
Technology / Media /
Consumer
Hosted by edison
Moderation: IKB
Industrial Subsidiaries
Hosted by IKB
16:20
Room
Main level (C2)
Plenum
Forums
Exhibition
1on1-Meetings
Beijing
PE&VC Lounge
Internet Lounge
Speaker Lounge
6
4
0.0
0.0
5
Frankfurt
0.02
0.03
Berlin
Mini Bar
1.01
3.01 3.02 3.03
3.23
1.02
2.01
3.04 3.05 3.06 3.07
3.08 3.09 3.10 3.11
1.05 1.04 1.03
1on1
(A1-A10)
3.12 3.13
< Turn page for exhibitors‘ index
Appendix a
3.15 3.16
1on1
(E11-E30)
1on1
(D1-D14)
2.06
1.09
2.08 2.07
1.10
1.11
1on1
(C11-C54)
3.14
2.05
1.08
1.07
2.04
1.06
2.03
2.02
1on1 FACTory DVFA
1on1
(B11-B58)
3.17 3.18 3.19 3.20 3.21 3.22
Munich
0.0
Hong Kong
Coffee Bar
0.01
Bar
2.09
1.12
Plenum
1on1
(F11-F54)
Upper level (C3)
Investors‘ Conferences
Internet Lounge
Coffee Bar
London
Madrid
Press Lounge
Speaker
Lounge
Milan
Paris
0.01
Berlin
Frankfurt
3
02
Zurich
Exhibitors‘ index
1.11
1.02
2.03
+2.04
1.05
3.13
3.11
1.10
1.01
2.09
3.10
0.01
3.21
0.06
2.06
1.09
0.04
1.06
0.03
3.04
2.02
X.01
3.19
3.08
1.03
2.08
Baader Bank AG
Baker Tilly Rölfs
BankM - Repräsentanz der
biw Bank für Investments und Wertpapiere AG
BEITEN BURKHARDT Rechtsanwaltsgesellschaft mbH
BHF-BANK Aktiengesellschaft
Börsen-Zeitung
CMS Hasche Sigle
Deloitte
Deutsche Börse AG
Deutscher Investor Relations Verband e.V.
Dow Jones
DZ Bank AG
EQS Group AG
equinet Bank AG
Ernst & Young GmbH Wirtschaftsprüfungesellschaft
FAS AG
Financial Yearbook
Firstextile AG
FRANKFURT BUSINESS MEDIA GmbH
GBC AG
GoingPublic Magazin - GoingPublic Media AG
* Service level (C0)
2.07
3.03
1.12
2.05
1.08
1.04
0.02
3.05
3.07
3.09
3.23
1.07
3.16
0.05
3.20
3.18
3.22
2.01
3.02
3.12
3.15
3.17
3.01
3.14
3.06
Heuking Kühn Lüer Wojtek
heureka GmbH
KfW
Kirchhoff Consult AG
KochBank GmbH Wertpapierhandelsbank
Luther Rechtsanwaltsgesellschaft
mergermarket
Moody‘s Analytics Deutschland GmbH
MSW GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
Osborne Clarke
PHOTONIK - SPECTARIS / VDMA
pressetext Nachrichtenagentur GmbH
quirin bank AG
Salans FMC SNR Denton Europe LLP
Scope Corporation AG
Standard & Poor’s Credit Market Services Europe Ltd.
Süddeutsche Aktienbank AG
Taylor Wessing Partnerschaftsgesellschaft
viaprinto | CEWE Stiftung & Co. KGaA
zfhn Zukunftsfonds Heilbronn GmbH & Co. KG
As of 30. October 2013
Deutsches Eigenkapitalforum 2013 Appendix b
Equity and debt financing
for your SME
Transform
your vision
to reality
Realise your strategy with financing through Deutsche Börse. Your company is growing. Its position
on the market is strong. The time is right for new aspiration – and for investing in your vision for your
enterprise’s future. Deutsche Börse offers you a number of routes into the capital market. Equity or debt
financing – you have the choice. An IPO gives your company access to large-scale financing through a
share issue. Or you can raise capital by issuing bonds. Both approaches are eminently suitable for SMEs,
promote awareness of your company and raise its standing on the market.
Looking to transform your vision to reality? Contact us:
Phone +49-(0) 69-2 11-1 88 88, E-mail [email protected]
www.xetra.com/listing_e
Finance your future. Made in Germany

Conference Magazine 2013 - Deutsches Eigenkapitalforum

Transcription

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