SGT German Private Equity GmbH & Co. KGaA
German Startups Group GmbH & Co. KGaA: The Annual General Meeting approves the merger with SGT Capital. German Startups Group is a listed private equity asset manager now.
DGAP-News: German Startups Group GmbH & Co. KGaA
/ Key word(s): Mergers & Acquisitions/AGM/EGM
+++ Press release +++ The Annual General Meeting approves the merger with SGT Capital. – Merger per acquisition of a contribution in kind at a valuation of 2.92 to 4.04 euros per newly issued German Startups Group share – Arithmetical five-fold increase of the current market capitalization to more than 100 million euros – Based on 0.20 – 0.30 euros expected earnings per share in 2022, further sustainable, profitable growth targeted – Share buyback offer for at least 5% of outstanding GSG shares at 2.00 euros targeted for September
To realize the transaction, German Startups Group acquires SGT Capital Pte. Ltd. against the issuance of 50.0 million new GSG shares and against the issuance of a mandatory convertible bond, which will be converted into a further 1.0 million to 103.0 million new GSG shares depending on the fund volume raised until 31 December, 2022. Therefore, the new shares to be issued will be fully subscribed by SGT Capital LLC and not be placed in the market. In the base case scenario of a fund volume of 1 billion USD, the contributors will thus receive a total of 51.0 million GSG shares, with 2 billion USD they will receive 92.8 million GSG shares, and a maximum of 153.0 million GSG shares in the best case scenario of a fund volume of 3.5 billion USD. The nominal amount of the mandatory convertible bond not converted into shares will expire without payment, latest by 30 June, 2023. In the case of failure or delay in achieving the fundraising targets, the contributing SGT Capital LLC has undertaken to return a corresponding number of new GSG shares. With the chosen mechanism, the contributors as well as the existing shareholders of GSG will benefit from any exceeding of the minimum target volume of 1 billion USD. Long-term lock-ups were agreed for the majority of the new GSG shares. Thus, a maximum of 4.5 million new GSG shares may be sold until 30 June, 2022 and a maximum of 20 million new GSG shares until 30 June, 2025. The transaction is based on an indicative company valuation by the auditing firm Ebner Stolz, which arrives at a DCF value of 148.7 million euros in the base case scenario for the contribution in kind of SGT Capital Pte. Ltd., up to 618.3 million euros in the best case scenario. With the negotiated consideration of 51 million new GSG shares in the base case scenario, the GSG share is valued at 2.92 euros, and with 153 million new GSG shares in the best case scenario at 4.04 euros. The five-member management team of SGT Capital, which was founded in 2019, consists of almost the entire senior team of the predecessor private equity company that invested 1.2 billion USD over the course of two years and for whose subscribers it achieved a gross performance of 27.4% IRR p.a. and a return of 2.2 x Money on Money (MoM) with private equity investments in Europe and the USA until early 2020. In total, the SGT Capital senior team has generated more than 1.4 billion USD in profits to investors. For its new, sector-agnostic private equity fund “SGT Capital Fund II” with a geographical focus on Europe and North America and fund lifetime of ten years, SGT is aiming for a target fundraising volume of 1 to 3.5 billion USD. Shortly after beginning of the fundraising, capital commitments of just under 500 million USD have already been made. The management team has many years of senior experience at renowned addresses – global private equity houses, management consultancies and investment banks. The merged company expects further mid and long-term growth of its Assets under Management (AuM), beyond the initial scenarios mentioned above. Christoph Gerlinger will remain within the merged company for the long term as managing director and shareholder of the general partner and will also become a partner of SGT Capital LLC. As part of the transaction, he indirectly acquires further shares in GSG and will thus indirectly hold more than 10% of the shares despite the multiplication of the number of shares. The international management team of the merged company consists of one American, one Australian and four Germans. The market capitalisation of GSG will arithmetically multiply to over 100 million euros as a result of the increase in the number of outstanding shares and the trading liquidity of GSG shares will consequently increase significantly compared to the past. Investor Relations Contact
07.08.2020 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |
Language: | English |
Company: | German Startups Group GmbH & Co. KGaA |
Platz der Luftbrücke 4-6 | |
12101 Berlin | |
Germany | |
Phone: | +49 (0)30-54908603 |
Fax: | +49 (0)30-54908604 |
E-mail: | info@german-startups.com |
Internet: | www.german-startups.com |
ISIN: | DE000A1MMEV4 |
WKN: | A1MMEV |
Indices: | Scale 30 |
Listed: | Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt (Scale), Hamburg, Tradegate Exchange |
EQS News ID: | 1113185 |
End of News | DGAP News Service |