Equity Capital Markets Team

allenovery.com Our strength is our experience with complex assignments

Capital markets are difficult to predict and present serious challenges to and issuers. Both investment and corporate entities need competent support, especially when it comes to developing innovative and tailor-made structures; they need lawyers who have the necessary specialist knowledge coupled with the practical experience for implementing their ideas. This is why Allen & Overy’s Equity Capital Markets team comprises only acknowledged experts who, thanks to their experience and expertise, ensure that we are very well versed with the ins and outs of the market and offer top-quality advice to our clients at all times.

Equity Deal Ranked 1st Tier 1 of the Year EMEA Equity IPO: Chambers Global and IFLR Awards Issuer by value, Legal 500 2020 2016, 2017, 2018 Bloomberg Q3 2020

“Clients speak highly of the team’s The team “handled a very responsiveness and availability, complex, multi-jurisdictional and describe the lawyers as ‘reliable, transaction brilliantly, with a very client-oriented and pragmatic’!” fast turnaround and a focus on Chambers Europe Germany 2019 the core issues at hand.” (Client) Chambers Europe Germany 2020

2 Equity Capital Markets Team Germany | 2020 What you can Our expect from us expertise

Leading ECM practice Our Equity Capital Markets team in Germany provides you with access to excellent, Our German Equity Capital Markets team, led by experienced lawyers with a track record of Dr Knut Sauer, has advised on many of the most high- advising our clients on some of the most profile ECM transactions in Germany in recent years. complex securities offerings in Germany and The team is an integral part of our EMEA ECM practice all over Europe. Our experience with clients which was ranked 1st in the Bloomberg Q3 2020 EMEA that operate, list or offer securities in multiple Equity IPO League Tables (issuer by value) and won jurisdictions means that you will benefit from the Equity Deal of the Year Award at the IFLR Europe truly integrated German, U.S. and local law Awards in 2016, 2017 and 2018. capabilities where appropriate.

Integrated advice Areas of advice:

The German Equity Capital Markets team is supported – initial public offerings (including Rule 144A by a first-class international equity team, including U.S. placements with institutional U.S. investors) law specialists which is consistently ranked in first- – rights issues tier positions for equity and debt capital markets by Chambers Global and Legal 500. Marc Plepelits, – capital increases with the exclusion of U.S. capital markets partner in , heads our subscription rights U.S. practice in Germany with a focus on ECM and – secondary placements and block trades high-yield bond transactions. Our lawyers work closely with other practice areas and our offices in – dual listings the leading financial centres, including , – issues of convertible and exchangeable bonds New York, Luxembourg, Hong Kong and Shanghai. – bonds with warrants Our international network spanning more than 40 offices enables you to benefit from integrated and – other equity capital markets transactions comprehensive advice in all aspects of capital (eg de-listings, up-listings etc) markets law. In addition, we provide ongoing capital markets advice for issuers and their board members Full-service German capability (such as insider dealing, ad-hoc publicity, directors’ dealings and other ongoing obligations We work hand in hand with our colleagues in our following a listing). offices in four of Germany’s most important commercial centres: Düsseldorf, Frankfurt, and Munich. Our German practice is highly rated by independent publications such as JUVE. It has a full-service capability with approximately 220 lawyers advising on all aspects of corporate, finance and banking, equity and debt capital markets and tax law.

“Very good team.” Legal 500 Germany 2019

allenovery.com 3 Selected Equity Capital Markets experience in Germany

IPOs and Listings

Certain investors in connection with the J.P. Morgan, and Perry Capital on the IPO of LEG Immobilien envisaged IPO of AUTO1 Group on the Berenberg on the IPO of Rocket AG on the regulated market (Prime Standard) regulated market (Prime Standard) Internet AG on the Open Market of the of the . of the Frankfurt Stock Exchange. Frankfurt Stock Exchange and Berenberg in relation to the admission in connection with the uplisting of Rocket Gerry Weber on its Re-IPO on the to trading of shares in ProSiebenSat.1 Media Internet SE to the regulated market regulated market of the Frankfurt AG on the regulated market (Prime Standard) (Prime Standard) of the Frankfurt Stock Exchange. of the Frankfurt Stock Exchange. Stock Exchange. Bryan Garnier & Co Ltd. and Citi on the Premium Listing of RHI Magnesita Senvion S.A. on its IPO on the regulated Aktiengesellschaft N.V. on the Main Market of the London market (Prime Standard) of the Frankfurt as Joint Global Coordinators und Joint Stock Exchange. Stock Exchange. Bookrunners in connection with the UBS Investment Bank, Deutsche Bank, contemplated of Hapag-Lloyd AG on its IPO on the , BNP Paribas and congatec Holding AG. regulated market (Prime Standard) of on the contemplated IPO of the Frankfurt Stock Exchange and on Commerzbank Aktiengesellschaft CBR Fashion Holding AG on the regulated the regulated market of the Hamburg on the IPO of creditshelf, a German market (Prime Standard) of the Frankfurt Stock Exchange. FinTech company, on the regulated Stock Exchange. market (Prime Standard) of the Frankfurt BNP Paribas, J.P. Morgan, UBS Molecular Partners on its IPO on the SIX Stock Exchange. Investment Bank, Berenberg and Swiss Exchange. Goldman Sachs on the IPO of Braas CORESTATE Capital Holding S.A. Monier Building Group S.A. on the on its IPO on the Open Market of the regulated market (Prime Standard) Frankfurt Stock Exchange and its of the Frankfurt Stock Exchange. subsequent uplisting to the regulated market (Prime Standard) of the Triton on the IPO of its portfolio company Frankfurt Stock Exchange. Stabilus S.A. on the regulated market (Prime Standard) of the Frankfurt Joh. Berenberg, Gossler & Co. KG, Stock Exchange. Global Markets Limited and Commerzbank Aktiengesellschaft on the AG on its IPO on the IPO of Shop Apotheke Europe NV on the regulated market (Prime Standard) of the regulated market (Prime Standard) of the Frankfurt Stock Exchange and the regulated Frankfurt Stock Exchange. market of the Luxembourg Stock Exchange.

Rights Issues and Capital Increases

CORESTATE Capital Holding S.A. on its Goldman Sachs and UniCredit on the Bankhaus Lampe and Commerzbank in capital increase. cash capital increase of ProSiebenSat.1 connection with a rights issue and parallel Media SE. capital increase by way of contributions in Berenberg on the capital increase of cyan AG. kind by DIC Asset AG. Deutsche Beteiligungs AG on its Senvion S.A. on its capital increase. capital increase. Deutsche Bank, J.P. Morgan and alstria office REIT-AG on its Morgan Stanley on the rights issue of Berenberg, J.P. Morgan and Morgan capital increase. Porsche Automobil Holding SE. Stanley on the capital increase of Citigroup on the capital increase of Rocket Internet AG. Deutsche Bank, Morgan Stanley, Shop Apotheke Europe B.V. Commerzbank and The Royal Bank TUI AG on the capital increase by way of of Scotland in connection with the Berenberg and Kempen on private contribution in kind and listing in connection combined rights issue and secondary placements of treasury shares by with the takeover by way of a scheme of placement of HeidelbergCement AG. TAG Immobilien AG. arrangement of TUI Travel PLC. Commerzbank, Morgan Stanley and UBS on the structuring and implementation J.P. Morgan Securities plc in connection Société Générale on a capital increase of a capital increase by incorporation of with the capital increase of ThyssenKrupp AG. reserves of Braas Monier in connection with of LEG Immobilien AG. the tender offer by Standard Industries.

allenovery.com Equity-Linked

BNP Paribas, Landesbank Baden- RAG-Stiftung on its issue of exchangeable J.P. Morgan on the placement of convertible Württemberg and UniCredit on the bonds, exchangeable into no par value bonds issued by Rocket Internet. placement of convertible bonds of ordinary registered shares of Evonik HSBC, DZ BANK, Landesbank Dürr Aktiengesellschaft. Industries AG. Baden-Württemberg and Société Goldman Sachs, Jefferies and Société CORESTATE Capital Holding S.A. on the Générale Corporate & Investment Générale on the placement of convertible placement of convertible bonds. Banking on the issue of senior unsecured convertible bonds of Salzgitter AG. bonds and the parcial repurchase of GK Software on the placement of a outstanding convertible bonds of convertible bond. BofA Lynch, Deutsche Bank and TAG Immobilien AG. Société Générale Corporate & Investment Citigroup Global Markets Limited, ODDO Banking on the issue of convertible bonds Deutsche Bank, HSBC, Société Générale, SEYDLER Bank AG, ODDO & Cie, by LEG Immobilien AG. Unicredit and Commerzbank on the Nicolaus Europe Limited and BHF-Bank combined placement of convertible bonds AG on the issuance of convertible bonds by J.P. Morgan, Berenberg, Kempen & Co and new shares of LEG Immobilien AG. Adler Real Estate AG. and Anoa Capital on the placement and tap up of secured convertible bonds issued The banks in connection with the issue of Deutsche Bank, Berenberg and Credit by . bonds by Kering S.A., convertible in Suisse on the placement of convertible shares. bonds issued by TAG Immobilien AG. alstria office REIT-AG on the issue of senior unsecured convertible bonds. GERRY WEBER International AG on the A German issuer on the issue of mandatory issue of a convertible bond in the context convertible bonds. on the placement of of its financial restructuring. convertible bonds issued by Air . BNP Paribas and Deutsche Bank on the Volkswagen AG on a debt financing placement of convertible bonds issued by Commerzbank, J.P. Morgan, Société transaction convertible into equity. AG. Générale and UniCredit on the placement of subordinated hybrid bonds by . Citigroup Global Markets Limited, ODDO RAG Foundation on the issue of SEYDLER Bank AG, ODDO & Cie, Stifel exchangeable bonds linked to Merck KGaA on the issue of Nicolaus Europe Limited and BHF-Bank Evonik shares. hybrid bonds. AG on the rights issue of convertible bonds due 2020 by Adler Real Estate AG. quirin bank AG on the issuance of secured bonds with attached equity warrants (Optionsanleihe) issued by SENATOR Entertainment AG.

Block Trades

TUI on the sale of its remaining UBS on the block trade of a stake UBS AG and Zürcher Kantonalbank on shares in Hapag-Lloyd by way of in AG by Permira. the private placement of their shares in Swiss Ascom Holding AG through an an accelerated bookbuilding offering. Aareal Holding on the block trade accelerated book building offering. HIP Company Limited, a wholly owned of its entire stake in AG. Schaeffler on the placement of subsidiary of the Abu Dhabi Investment Perry Capital on two block trades Continental shares. Authority, on the private placement of its of shares in LEG Immobilien AG. entire stake in Deutsche Annington Immobilien SE by means of an accelerated book building process.

Allen & Overy is an international legal practice with approximately 5,500 people, including some 550 partners, working in over 40 offices worldwide. Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. Allen & Overy LLP is authorised and regulated by the Solicitors Regulation Authority of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at our registered office at One Bishops Square, London E1 6AD. © Allen & Overy LLP 2020. This document is for general guidance only and does not constitute definitive advice. ROW CS1901_CDD-53779_ADD-92773 Deals allenovery.com Our Equity Capital Markets team in Germany

Marc Plepelits Dr Knut Sauer Partner, Frankfurt Partner, Frankfurt Tel +49 69 2648 5405 Tel +49 69 2648 5375 Mobile +49 160 781 0350 Mobile +49 172 146 0021 [email protected] [email protected]

Marc Plepelits, admitted as an attorney at law in the State Dr Knut Sauer, LL.M. (University of Chicago), a German of New York, is a partner in our Frankfurt office and heads Rechtsanwalt and admitted as attorney at law in the our U.S. Corporate Finance team in Germany. He regularly State of New York, is a partner in our German corporate advises issuers, underwriters and other market participants department and heads our German Equity Capital Markets in connection with a wide range of capital markets transactions, practice. He has extensive experience in a broad range including initial public offerings, capital increases and of capital markets and corporate transactions of listed rights issues, high-yield bond and investment grade bond companies, in particular IPOs, capital increases and rights offerings and the issuance of convertible and exchangeable offerings, block trades and private placements, convertible bonds. A particular focus of his work is on advising German, and exchangeable bonds, bonds with warrants, high-yield Austrian and Swiss companies on cross-border securities and investment grade bonds as well as takeover offers and offerings. In addition, he advises on U.S. securities laws other public M&A transactions. His practice also includes and corporate governance matters both in connection with capital markets-related regulatory advice and corporate corporate transactions and on an ongoing basis. governance matters.

Marc Plepelits and Dr Knut Sauer are “Reliable, client-oriented “highly recommended for and pragmatic.” Equity issues and IPOs” Chambers Europe 2019 (Capital Markets) JUVE Handbook 2020/2021

Marc Plepelits “has profound Knut Sauer is technical knowledge and strong “always available, creative, commercial awareness.” cost-effectiveand loyal” Client – Chambers Global 2019 Client – JUVE Handbook 2019/2020

allenovery.com Martin Schmidt Nadine Kämper Senior Associate, Frankfurt Senior Associate, Frankfurt Tel +49 69 2648 5302 Tel +49 69 2648 5360 Mobile +49 172 855 3461 Mobile +49 174 186 1171 [email protected] [email protected]

Martin Schmidt, admitted as an attorney at law in the Nadine Kämper, a German Rechtsanwältin, is an associate state of New York, is a senior associate in our German in our German Equity Capital Markets team. Nadine specialises Equity Capital Markets team. He regularly advises issuers, in equity and debt capital markets transactions, in particular underwriters and other market participants in connection initial public offerings, capital increases, equity-linked with a wide range of capital markets transactions, transactions as well as investment grade and high-yield including investment grade and high-yield bond offerings, bond offerings. initial public offerings and follow-on equity offerings as well as equity-linked transactions.

Rita Nicole Thomas Robert Jochim Associate, Frankfurt Associate, Frankfurt Tel +49 69 2648 5450 Tel +49 69 2648 5654 Mobile +49 173 532 3278 Mobile +49 172 675 6495 [email protected] [email protected]

Rita Nicole Thomas, admitted as an attorney and counselor Robert Jochim, a German Rechtsanwalt, is an associate at law in the State of Texas, is an associate in our German in our German Equity Capital Markets team. He advises Equity Capital Markets team and specialises in equity and German and international clients on capital markets as well debt capital markets transactions, in particular initial public as cross-border and domestic M&A transactions with a offerings, capital increases and bond offerings. focus on private equity transactions and corporate law.

Victoria Schöll Transaction Lawyer, Frankfurt Tel +49 69 2648 5585 Mobile +49 151 189 03064 [email protected]

Victoria Schöll, a German Rechtsanwältin, is a transaction lawyer in our German Equity Capital Markets team and specialises in equity and debt capital markets transactions, in particular initial public offerings, capital increases and bond offerings.

Allen & Overy is an international legal practice with approximately 5,500 people, including some 550 partners, working in over 40 offices worldwide. Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. Allen & Overy LLP is authorised and regulated by the Solicitors Regulation Authority of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at our registered office at One Bishops Square, London E1 6AD. © Allen & Overy LLP 2020. This document is for general guidance only and does not constitute definitive advice. ROW CS1901_CDD-53779_ADD-92838 Contact Sheet allenovery.com For more information, please contact:

Frankfurt Allen & Overy LLP Bockenheimer Landstraße 2 60306 Frankfurt am Main Germany Tel +49 69 2648 5000 Fax +49 69 2648 5800

Key contacts

Marc Plepelits Dr Knut Sauer Partner Partner U.S. Corporate Finance group Equity Capital Markets [email protected] [email protected]

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GLOBAL PRESENCE

Allen & Overy is an international legal practice with approximately 5,500 people, including some 550 partners, working in over 40 offi ces worldwide.

Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. Allen & Overy LLP is authorised and regulated by the Solicitors Regulation Authority of England and Wales.

The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at our registered office at One Bishops Square, London E1 6AD. ROW © Allen & Overy LLP 2020. This document is for general guidance only and does not constitute definitive advice. CS1901_CDD-53779_ADD-92767