beats promise - bankm.de · a passion for “mittelstand” beats promise support! relationship...

A passion for “Mittelstand”

beats promiseSupport

!

relationShip bankingbeats brokerage business

good SolutionS beat constant concerns

team Spirit beats personal success

Support beats promise

partnerShipbeats deal-making

innovationbeats imitation

CuStom-made beats mass-produced

dependability beats indemnification

paSSion beats selling

the right way beats the standard

perSiStenCe beats activity

Page 5

Since 2007, BankM - rePreSentative office of Biw aG

(frankfurt aM Main, GerMany) iS the Partner of SMall

and Mid-Sized enterPriSeS and SPecialiSinG in caPital

Market financinG with itS exPerienced teaM.

Particularly during the banking and debt crisis more and more corporations trust in our indi-vidual services, meanwhile increasing the number of corporate clients to around 100. 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.

paSSion beats selling

iPos

corporate actions

designated sponsoring

Share placements

international road shows

research

Mergers & acquisitions (M&a)

capital markets consulting

debt financing

Bonded loans

corporate bonds

Mezzanine capital

Page 7

Corporation

CorporationAll suitable investors

commission / fees

information free of charge

commission / fees

commission / fees

Severalinstitutional

investors

no conflicts of interest caused by contrary objectives

relationShip banking beats brokerage business

Banks&

brokers

Relationship banking for the capital markets

A relationship bank is a long-term financial partner of the company, familiar with the enterpreneur and connected

through personal ties. Particularly in the current crisis of confidence, this is the right approach for a stable partner-

ship and the creation of trust in the capital markets.

in Germany, relationship banking especially for small and

medium enterprises is typical. we believe it is the key to

success in the capital markets and for the creation of the

triangular relationship investor-company-bank.

in Germany, investment banking focuses on transactions

rather than client relationships - regardless whether the

players are major banks or brokers. the performance of a

bank and the success of its transactions are measured by

parameters such as placement volume, commission fees

and number of transactions. apparently the motto is: the

more the merrier.

But if „success“ really means „success for the bank“, it‘s

hardly surprising that companies often feel let down.

our definition of success is far broader. for us success

includes ensuring that the companies we work with enjoy

lasting success on the capital market. that means, a rise

in their share price, adequate trading in their shares and

realistic market expectations. we define our success by

the capital market success of the companies we serve.

we see a company‘s success as our success because

our reputation is linked to its name. as a bank that wants

to go on supporting companies years after they have

come to the market, we share common goals that go well

beyond the short-term success of a single capital market

transaction.

we are convinced that success is based on the good old

principles of relationship banking such as

trust and transparency

integrity and a sense of responsibility

long-term business relationships

those are the central factors we use to create value for

issuers, investors and intermediaries and to secure our

long-term success as a bank specialising in the capital

markets.

Page 9

team Spirit beats personal successOur interdisciplinary team and integrated processes create

transparency, trust and success!

As a team, we can offer some 200 years of experience in consulting and capital market transactions in many areas

of investment banking, knowing how to make a company more successful at the stock exchange.

together, we operate as a well-established unit - most of

our team members have been working together for over

eleven years now. during that time, we have undertaken

more than 250 capital market transactions, including more

than 40 public offerings, numerous stock admissions and

share placements in connection with capital increases and

the adjustment of ownership structures.

we have always regarded long-term support for listed

mid-sized companies as a central part of our work.

Mandate SPo M&a Blocktrade

Corporate Actions Project Management

Corporate Research

Documentation / M&A

Corporate Strategy Communication / M&A

Corporate Markets

Corporate Trading

DCM / Fixed Income Asset Management

Business Development

dirk Blumhoff, Qin li ralf hellfritsch, axel rose Markus Brosowski

dr. roger Becker daniel Großjohann

andreas roth

thomas Stewens

Joachim Schweinfurthdominik Glier

Peter Sang andreas Schmidt

thomas Mühlberger

Markus knoss reiner konrad ziyun wang

Seite 10

- Medium-sized enterprise of the future market “internet travel industry”

- approximately eur 8 million in net sales in 2009 (hGB financial statements), after-tax profit about eur 0.6 million

- Strong growing ticket broker who intends to benefit from industry consolidation

- operators of internet portals www.airline-direct.de and www.billigflug.de

- iPo as a “safe iPo” in the entry Standard in difficult market environment 2010

- objective: to develop equity financing option on the stock exchange and, if necessary, use at appropriate time (acquisition currency, cash capital increase for the use of inorganic growth opportunities)

- no issue of new shares at the iPo, since no acute financing needs

- acceleration of the growth strategy in 2012 and 2013 through acquisitions

- travel viva is taken over in 2014 itself by competitors

- takeover price + 180% since iPo

caSe Study

Travel Viva AG Safe iPo, entry Standard

good SolutionS beat constant concerns

IPOs

For us, going public starts well before a company

actually comes to the market. That’s because an IPO is

a strategic project that needs professional planning.

any company considering an iPo has to address

questions such as:

what are the requirements for a stock market listing? does

the company have sufficient capital? is a pre-iPo financing

round always a good idea? So it’s good to have a partner

with the right experience, a partner that is prepared to

assist you in the next steps.

Placement of pre-iPo investments and bridge financing

appraisal of readiness to go public

Preparing the company to go public

capital market coaching

iPos / listings

Share price XETRA in EUR

16

12

8

4

0

Volume (in 1000 Pcs.)

20

15

10

5

0

08-201303-201201-201106-2010

5

43

2

1

06-2014

6

1 EUR 5,50 first price

2 Listing / Safe IPO

3 Active post-IPO coaching by BankM

Share price development Travel Viva AG

4 Positive development of company and share price

5 Take-over of 92% by strategic investor

6 Squeeze-out at EUR 15,50 / last day of trading in Entry Standard: 26 June 2014

Page 13

Corporate actions

Our combined experience - together we have more

than 150 years experience of more than 200 capital

market transactions - makes us the ideal partner to

handle all aspects of equity transactions.

capital increases

capital decreases (redemption of shares,

stock splits, reverse splits)

rights offers

Share buybacks

admission to the stock market

Securitization of stocks

employee share plans

Payment agency

- technology holding company with the business areas postal services, security, cloud computing and other it services

- iPo in the entry Standard in a difficult market envi-ronment in 2006 with the aim of obtaining the equity financing option on the stock exchange

- delays in the completion of the divisions led to falling share price in 2011 and 2012

- Since 2012 targeted implementation of the desired diversification of the shareholder base with a focus on long-term investors

- four consecutive cash capital increases totaling eur 11.5 million

- funds enabled the gradual acquisition of further shares in pawisda systems Gmbh, with the aim to transform Max21 aG from a pure holding company to a technology holding company

- increase of market capitalization and liquidity of the Max21-stock successively enabled introduction of several new institutional investors

caSe Study

MAX21 AG issues of new shares, entry Standard

- all for one Steeb aG ranks as one of the leading SaP full-service providers for small and medium enterprises in German-speaking countries, revenue around eur 217m in 2013/14

- as a one-stop-shop for all SaP-related services, all for one Steeb is a reliable general contractor for small and mid-sized enterprises. with around 800 employees, it serves over 2,000 clients among machinery and equipment manufacturers, auto-motive suppliers, consumer goods industry, technical wholesalers and project and engineering service providers

- BankM is the company’s capital market partner since 2008, servicing all for one with designated Sponsoring, road shows and research

- regular capital market communication as part of the requirements for companies listed in the Prime Standard, combined with targeted road shows

- Share buy-backs and public tender offers in the years 2009 and 2010, redemption of the shares in 2011

- Business growth in line with the development of SaP, Buy & Build strategy with the successful acquisition and integration of Steeb anwendungssysteme Gmbh in 2011, transforming into the number 1 in the German-speaking market

- Significant increase in the share price and eur-trading volume

- increased investor interest based on higher market capitalization

caSe Study

All for One Steeb AG capital markets consulting, share buy-back, Prime Standard


120

100

80

60

40

20

0


4.5

4.0

3.5

3.0

2.5

2.0

1.5

1.0

0.5

0


80

60

50

30

40

30

20

10

0


120

100

80

60

40

20

0

08-201401-201401-201301-2012 01-2015 07-2015 12-2015 10-201212-201106 bis 09-201010-200902-2009 01-201412-2010 12-201501-201507-2012 07-2013 03-201404-2013

1 Start of support from BankM

2 Capital increase at EUR 2.00

3 Positive operational development

Share price development MAX21 Management & Beteiligungen AG


5 Increase in trading volume and market capitalisation



1 Start of BankM services

2 Share buy-back

3 Public tender offers

4 Start Research by BankM

Share price development All for One Steeb AG

5 Acquisition of Steeb Anwendungssysteme GmbH

6 Positive operational development after Steeb acquisition and continuation of the growth path

7 Increased investor interest based on higher market capitalization

8 Increase of the free float, with the aim of inclusion into the TecDAX

1

6 75

432 54321

67

8

Page 15

Services DS-Pure DS-Plus DS-Premium

Continuous trading on XETRA • • •Market screening • • •Equity Markets Coaching - • •Investors Update - • •Road shows - (•) •Research - - •

Designated sponsoring

Acting as a Designated Sponsor (market maker) is one

of the key services we provide for listed companies.

as well as quoting binding bid/offer prices for your shares

throughout stock market trading hours and reducing the

required spreads to ensure high market liquidity in your

stock in xetra® trading (overfulfillment of deutsche

Börse aG’s regulations, aa rating), we add value for our

clients by providing a range of additional designated spon-

soring services - irrespective of the size of the company

and sector in which it operates.

Permanent presence in the order book

reduction in default spreads

aa rating

no quote machine

active personal support

clear contact persons

no order execution or commission business

no risk transfer to the issuer

holding of overnight positions

adjustment of market imbalances

advanced liquidity procurement (regional stock exchanges)

Support of liquidity in “fast market” situations and

if performance measurement is suspended

additional services (analyst meetings, capital market

conferences, etc.)

BankM as Designated Sponsor

Bid Counterpart Bid Bid

Volume Ask

Volume Ask Ask Counterpart

1 3,561 112 2.000 3,585 11 3,560 2.000 1.421 3,590 12 3,556 200 1.944 3,599 11 3,550 1.546 6.000 3,600 42 3,540 709 2.000 3,614 13 3,530 5.000 800 3,628 15 3,520 6.600 367 3,641 11 3,500 7.300 5.000 3,650 14 3,470 1.000 2.550 3,700 21 3,400 1.031 124 3,790 1

without designated Sponsor there is no trading on xetra.

Frankfurt, Munich, Stuttgart, …No order depth / low transparency

Non-binding Bid / Ask limits

Binding and executable order sizes Enhanced liquidity Transparent order depth Close spreads (incl. spreads at other exchanges)

With Designated Sponsor / XETRA trading additionally

Without Designated Sponsor / Floor trading only

Stock exchange Bid Bid

Volume Ask

Volume Ask

Fankfurt 3,500 500 500 3,700Munich 3,500 280 280 3,700

Stuttgart 3,500 280 280 3,700

Seite 17

International road shows

Our corporate markets team has contact to nearly

all relevant international investor groups in the

area of small & micro caps and accompanies you

on individual road shows to meet with investors.

existing shareholders

Potential investors

within Germany or abroad

contacts to all investor groups

Placement of small & micro cap stocks

feed back on meetings with investors

Research

Our equity research team issues investment

research reports on the companies we serve.

their length depends on their scope and purpose:

Basic report (approx. 20-25 pages)

Basic report updates (approx. 10-15 pages)

information analysis (approx. 2-3 pages)

the wide dissemination of studies and analyst’

estimates to interested investors and representa-

tives of the press is ensured by distribution to

financial data service providers and to online

platforms.

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.

Private placements

Public offerings

reallocations

Block trades

via stock exchange or otc

institutional investors

Private investors

Page 19

Mergers & Acquisitions (M&A)

We advise clients on all aspects of structuring and executing acquisitions and

divestments. As an independent, business-minded partner, we provide support at all

stages in the process, from the development of a strategy through negotiations to

signature of the contract and beyond.

we work closely and confidentially with our clients to identify, evaluate and structure

strategic transactions, for example:

Mergers

takeovers

divestments

the search for strategic partners

Succession arrangements

perSiStenCebeats activity

we can evaluate all transactions in an international

context – our knowledge of the chinese market and our

network of contacts there make us a sought-after partner

for companies looking for new markets and strategic

partners in asia.

our team has experience of supporting and managing

more than 100 transactions for small and mid-sized

enterprises. alongside extensive experience of providing

advice, clients benefit from our background as managers

and entrepreneurs.

we offer wide-ranging sector, process and project

expertise in both new and established markets.

Mechanical and plant engineering

automotive

logistics

conventional manufacturing industries

trade

Software, it & telecommunications

Media

Medical technology

consumer goods

Page 21

Listing Partner® is a registered trade mark of Deutsche Börse AG

CuStom-made beats mass-produced

Capital markets consulting

Accelerated or decoupled bookbuilding, backstop investors, equity lines, dividend option or reverse

merger - today‘s capital markets offer a wide range of options for structuring transactions. The right approach

is also needed to communicate with the investment community.

our specialist knowledge can prevent you making mistakes. together, our team offers you more than cumulative 200 years

of professional experience as a capital markets coach and consultant in all aspects of dealing with the capital market.

our specialists can deal with all your questions - from admission to trading through fairness opinion to stock exchange

requirements.

advice on capital market transactions

development of a long-term capital market strategy

advice on meeting follow-up obligations

Support in applying the relevant laws and stock exchange formalities

Debt financing / Debt advisory

Bonded loans

Bonded loans normally attract large institutional

investors such as insurance companies and

pension funds. Sometimes, the lenders may

be banks or other institutional clients. Bonded

loans are mainly used by medium-sized enterpri-

ses with a stable cash flow.

we provide advice on your plans, help you struc-

ture and market bonded loans and introduce you to

suitable investors:

Support in determining the loan terms

(interest rate, issue volume, maturity, etc.)

Support in preparing the necessary

documentation

contact to lenders

Loans

Mid-sized enterprises have access to various sources

of financing - not just their relationship bank. They can

obtain loans from other domestic or foreign banks or

from institutional investors outside the banking sector.

Such financing may even be available to companies

with a non-investment grade rating (e.g. private debt

financing).

we can establish contact to banks and potential institu-

tional investors in Germany, austria and Switzerland to

which you did not previously have access. our first step is

to ask potential lenders whether they would be prepared to

provide the level of financing required by your company on

specific terms for a defined period.

that gives you a rapid insight into whether taking out a

loan on the proposed terms is possible and whether you

need to adjust the terms you expect, so you decide inde-

pendently whether to take up the offers we present to you.

The German debt market is changing.Traditional lenders such as domestic banks are becoming far more restrictive

either because of their own financial structure or because of their risk exposure (sector-specific or regional). Many

lenders therefore only grant loans to companies with the highest credit standing. Companies that do not have an

excellent credit rating or far-reaching security therefore frequently find it difficult or impossible to obtain loans

from their bank. However, mid-sized enterprises now have access to other sources of financing, which were only

open to big companies in the past.

we help mid-sized enterprises structure and document borrowing plans so they can identify suitable instruments and select

the best investors.

Most of our clients are mid-sized German companies that require financing of eur 10-100 million. they have attractive

business models and good prospects (in other words, they are not seeking finance for major restructuring). their banks have

either rejected their loan application or have not been approached for funding.

Instruments to raise debt

loans

Bonded loans

corporate bonds

Mezzanine capital for assets

innovationbeats imitation

Corporate bonds

Corporate bonds are suitable for companies that are interested a tapping the public capital markets (stock

exchange). Corporate bonds are issued regularly on the basis of a securities prospectus approved by the

Federal Financial Supervisory Authority (BaFin).

as well as providing advisory services and structuring bond issues, we offer capital market support for bond issues

(including convertible and warrant bonds) and hybrid financing (e.g. silent participations and profit participation certificates):

advice on setting the issue terms (interest rate,

issue price, volume, maturity, etc.)

Support and assistance in drafting the prospectus

Preparation of a research report

Support in the rating process

organising the marketing campaign (company

presentation, marketing instruments, internet)

coordinating the press campaign

Placement with institutional and private investors

(domestic and international)

listing Partner entry Standard for corporate bonds

Technical support

Paying agent

Securitisation

coordination of the subscription process

transfer of the bond to investors

Bond listing

Mezzanine capital for assets

In the past, projects were normally financed by customized solutions from banks. As a

result of regulatory changes in the banking sector, companies are required to provide more

capital to finance projects successfully. However, this limits the number of projects that

can be undertaken and reduces the return on capital employed. Project developers can

bridge this gap by using mezzanine capital.

Our solution:

set up a segregated fund that offers professional and semi-

professional investors an opportunity to invest in lucrative

development projects (e.g. real estate, renewable resour-

ces, infrastructure, etc.) by providing mezzanine capital.

we can provide competent support in structuring and

issue of such funds. Based on decades of experience and

our knowledge of the market, we can find the best partners

for you on the capital market. once you have launched the

fund, our knowledge of the relevant institutional investors

helps ensure rapid placement of the fund. following the

successful launch, we act as investment manager, the

interface between you and your investors, to ensure opti-

mal realization of your projects.

Page 27“„

beats the standardthe right way

„Someone who knows us very well and always takes our questions seriously, regardless of market conditions and the general sentiment.“

„Inspiring, trustworthy and sincere professionals; advice and recommendations we trust.“

„The exceptional commitment and willingness to acquire a deep understanding of our business model were crucial to the successful expansion of our investor base.“

Oliver Trompke Former CEO, Travel Viva AG

B. Brinkmann CEO, EHLEBRACHT Holding AG

Oliver Michel CEO, MAX21 Management und Beteiligungen AG

„Distinguished by a wealth of experience in all types of equity market services and therefore always the right sparring partner, even in challenging situations.“

„IPO and three capital increases in difficult markets, always supported by the same friendly and competent experts – this speaks for itself.“ G. Niemann

CEO, ifa systems AG

S. Land Member of the management board / CFO, All for One Steeb AG

partnerShipbeats deal-making

IPO Sole Lead Manager

Entry Standard 02-2010

Placement of Treasury Stock General Standard

04-2013

Designated Sponsoring Research

Prime Standard since 12-2008 and 09-2010

Admission of shares with prospectus

Sole Lead ManagerGeneral Standard

06-2014

Rights issue and admission of new shares with

prospectus Sole Lead Manager

Sole Bookrunner Prime Standard / 12-2009

Rights issue Selling Agent

Vienna Stock Exchange 10-2013

Rights issue Sole Lead Manager


Share buyback Sole Lead Manager

Prime Standard 11-2009 until 01-2010

Rights issue Lead ManagerEntry Standard

07-2011

Capital increase / Issue of new shares Lead Manager

Entry Standard / 07-2014

Placement of existing shares Sole Lead Manager

Prime Standard06-2011

Placement of existing shares Sole Lead Manager


Capital decrease Sole Lead ManagerGeneral Standard

11-2014

Corporate Bond Selling Agent

General Standard09-2012

Capital increase / Issue of new shares

Sole Lead Manager Prime Standard

02-2014


Sole Lead Manager Entry Standard / 03-2015

Capital increase Lead Manager Entry Standard

02-2015

Designated Sponsoring Prime Standard since 08-2013

Public tender offer Purchase of own shares

Open Market 03-2013

Designated Sponsoring Research

General Standard since 02-2008 and 05-2010

Rights issue Sole Lead Manager


Designated Sponsoring Entry Standard since 05-2013

Rights issue Selling Agent

General Standard05-2014

Admission of new shares with prospectus

Sole Lead Manager General Standard

05-2008

Corporate Bond Co-Lead Manager

Open Market05-2015

Research General Standard

since 08-2015

Rights issue and admission of new shares

Settlement AgentGeneral Standard

08-2015


Sole Lead Manager Entry Standard

12-2015

Squeeze-out by Ehlebracht Holding AG

Sole Lead ManagerGeneral Standard

09-2015

Designated Sponsoring Quotation Boardsince 11-2015

Debt Advisory Non-Public

04-2015

Capital increase / Issue of new shares Lead ManagerEntry Standard

12-2014

Placement of existing shares Lead Manager

M:access 04-2015

Debt Advisory Quotation Board

03-2015

Settlement Stock Option Plan Sole Lead Manager

Prime Standard05-2015

Convertible bond Settlement Agent

Non-Public07-2015

(excerpt)

Corporate Strategy & Communication Thomas Stewens

Corporate Project Management Axel Rose Qin Li Ralf Hellfritsch Dirk Blumhoff

Corporate Trading Peter Sang Andreas Schmidt

Corporate Markets Joachim Schweinfurth Dominik Glier

Business Development ASIAZiyun Wang

Corporate Actions & Documentation / M&A Markus Brosowski Andreas Roth

Business Development DACHMarkus Knoss Reiner Konrad

Corporate Services Claudia Preß Birgitta Jung

Corporate Research Dr. Roger Becker Daniel Großjohann

DCM / Fixed Income / Asset Management Thomas Mühlberger

Mainzer landstrasse 61 d - 60329 frankfurt am Main

Phone +49 (0)69 - 71 91 838-0 fax +49 (0)69 - 71 91 838-50

e-Mail [email protected] Internet www.bankm.de

© Copyright 2016 BankM - Representative office of biw Bank fuer Investments und Wertpapiere AG

Listing Partner® is a registered trademark of Deutsche Börse AG

© PicturesViola Schütz / violaschuetz.de; lassedesignen / fotolia.com

Jens Veerbeck / central-services.de

Ralf Hellfritsch

Phone +49 (0)69 - 71 91 838-10

[email protected]

Dirk Blumhoff

Phone +49 (0)69 - 71 91 838-20

[email protected]

Your contacts

Representative office of biw Bank fuer Investments und Wertpapiere AG

Name and address of the bank:biw Bank für Investments und Wertpapiere AGHausbroicher Strasse 222D - 47877 Willich

Equity-financed FIB Management AG is owner of the BankM brand and acts as an tied agent in terms of sec. 2 para. 10 German Banking Act (KWG) in the name of and on account of biw Bank für Investments und Wertpapiere AG, so far as they provide services which attribute to the investment broking as well as placement transactions in terms of Sec. 1 para. 1a sentences 2 No. 1 and 1c (KWG). Additionally, FIB Management AG is outsourcer for biw Bank für Investments und Wertpa-piere AG (outsourcing company) undertaking Designated Sponsoring services under the BankM brand (proprietary trading according to sec. 1 para. 1a sentence 2 No. 4 KWG).

beats promise - bankm.de · a passion for “mittelstand” beats promise support! relationship...

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