Corporate actions & share placements

Are you planning a share placement? Regardless whether your shares are listed on the stock market or not — we can put you in touch with the right investors for your company. We carry out private placements, public offerings, placements of existing shareholders´ stock and block trades – via an exchange as well as OTC. We place shares to institutional and, through our partners, to private investors.

Our equity sales specialists have excellent contacts to investors in Germany and abroad. Together with you, we will devise a sales concept that meets your requirements and makes your share placement successful. Where appropriate, the placement of your shares will be supported by a report prepared by our research team.

For companies wishing to place shares through a capital increase in the context of a share issue, we regularly organise roadshows to establish contact with suitable investors and journalists in Germany and abroad. We can also help you obtain access to suitable private investors through selected banks.

For the Scale segment, a “capital market partner” licensed by the stock exchange is also required as advisor, as is an “issue expert” for the “m:access” segment on the Munich Stock Exchange and a Capital Market Partner for the Primary Market at the Duesseldorf Stock Exchange. On the Vienna Stock Exchange, we are partners for the direct market plus segment.

With our know-how from many IPOs, we offer support in going public to companies that decide to go public or to go public. Together with the issuer, we analyse the prospects on the capital market, establish helpful contacts and develop an issue strategy tailored to individual needs.

Are you considering introducing a share plan for your managers and senior staff? Perhaps you hope this will increase their loyalty to the company, provide new incentives and help you attract top performers?

If so, it is important to avoid the pitfalls that can be encountered in structuring and introducing such programs. We use our extensive experience of the capital markets to help listed and soon-to-be-listed companies introduce suitable stock participation programs for their staff.

That includes working with you to design a program tailored to your company’s needs to ensure that entrepreneurial spirit continues to drive your development.

• Analysis of requirements and identifying suitable types of programs
• Structuring conditions
• Calculating enterprise value, factors influencing earnings, targets and strike prices
• Preparing the results and presenting them to representatives of the company and its shareholders
• Feedback, monitoring and drafting the necessary documentation
• Presenting the results to the potential participants
• Coordinating information for participants and drafting suitable agreements
• Support for the rollout of the program in compliance with company law (please note that we do not provide legal advice!)
• Managing lists of participants; control and monitoring of the program once it has been launched
• Coordinating interest payments (for convertible bonds)
• Preparation for exercise dates
• Including shares allocated for employee share plans in trading (stock market listing and start of trading)

Also we accompany you in technical banking issues when a company decides to exit from the stock market, for example as a result of the successful completion of takeover bids. Here we can help as a settlement agent in squeeze-outs and compensation offers and provide the necessary infrastructure. Similarly, we support the delisting process from the stock market.

For listed companies with a only very small proportion of minority shareholders the administrative burden associated with the maintenance of the shareholder relations is often only in a very unfavorable ratio to the corresponding benefit. Business decisions can be delayed by the minority shareholders or even blocked by possibly unfounded legal challenges, though the majority shareholder carries with its participation the majority of the economic risk of the company.

Here the legislator has created a way which takes account of this fact: A majority shareholder with at least 95% direct or indirect equity participation may require the minority shareholders the full transfer of their shares to him and “squeeze-them-out”. As compensation for this legal way of expropriation an adequate cash compensation is to be paid. This amount shall be calculated on a weighted turnover average price within three months prior to the announcement of the majority shareholder’s request.

The squeeze-out thus indicates a formal process of elimination to transfer shares of the minority shareholders to the principal shareholder against an appropriate cash compensation. Legal basis of § 327a et seq. AktG or §§ 39a et seq. Of the German Securities Acquisition and Takeover Act (WpÜG).

• squeeze-out in accordance with company law (vote of the General Meeting, rescission possible)
• squeeze-out in accordance with takeover law (judicial expulsion procedure on takeover bid, no shareholder resolution required)
• squeeze-out with subsequent merger (90% shareholding sufficient if material and temporal relation to a group merger is given)

A severance payment obligation for minority shareholders is provided through the legislation for a delisting, i.e. the full withdrawal from the stock market, for which no shareholders’ resolution is required.

Companies that are listed on the Regulated Market only apply for a revocation of the admission of its shares, if at the same time a tender offer pursuant to WpÜG is submitted. The consideration for the shares may only consist of a cash payment. This is calculated according to the average market price of the last six months. The regulation also applies to a so-called down listing, that is the change from the Regulated Market (Prime or General Standard at the Frankfurt Stock Exchange) in the open market, including the Scale segment of the Frankfurt Stock Exchange or the m:access of the Munich Stock Exchange.