The Norton Rose Group? has advised the first German AG-share listing on the Hong Kong Stock Exchange.
We learn from their press release that Schramm is the first company from the major industrial, civil law countries of Europe to be listed in Hong Kong. The trading of Schramm Holding AG shares commences on the Hong Kong Stock Exchange on Tuesday, 29 December 2009.
Here’s their press release in full
5,000,000 new shares in total were offered at an initial offer price of 37 Hong Kong dollars (HKD) for the international placing to institutional investors and public offering to general public in Hong Kong. Due to legal restrictions, subscription by investors from the European Union is not permitted. Both the international placing and the Hong Kong public offering were over-subscribed. The Hong Kong public offering tranche of this successful IPO recorded an oversubscription of over 200 times. After deduction of all costs and expenses, Schramm anticipates the net proceeds from the global offering to be approximately 14 million euros upon listing which offers financing resources for a German medium-sized company.
Schramm Holding AG is one of the oldest German coating factories with its main seat at Offenbach with operations in Spain, Korea, China, Hong Kong, Thailand and sales partners as well as licensees in Japan, United States and Australia, recorded a turnover of approximately 93 million euros in 2008. As one of the global suppliers of specialty coating material for the automotive and general industry and the automotive supply industry the company produces coating material for the synthetic and metal sector. Furthermore, the business areas of the company include coating material for the general industry, coil coatings, electrical insulation resins and powder coatings.
The parent company SSCP Co. Ltd. of Schramm, has been listed in Seoul, Korea (KOSDAQ) since 2005. In 2007 Schramm was taken over by SSCP. Norton Rose Group, which often acts for Korean companies in M&A-transactions in Europe, advised SSCP in this context. Since then, ?Norton Rose Group has advised Schramm on a regular basis, with regard to its expansion in Asia (the acquisition of three factories in Tianjin, Shanghai and Huizhou and of IP-rights from SSCP) and the United States, among other matters.
Peter Brenner, CEO of Schramm, commented:
?The listing of our company at the Hong Kong Stock Exchange is a substantive milestone for us. The IPO will further increase our level of awareness in the Far East, and at the same time opens up new ?growth possibilities. With the IPO we issue the signal that we have confidence in the Asian market and aim at further developing our position over there.?
Dr. Michael Malterer, Norton Rose LLP corporate finance partner in Munich, commented:
?The IPO of Schramm in Hong Kong is insofar groundbreaking as it leads to the first listing of a German company at the Hong Kong Stock Exchange ever. While IPOs of German companies in London or the US by all means are not unusual anymore by now, listings at Asian stock exchanges are still rare. This is not only due to the disproportionately higher administrative efforts. In particular the different legal systems (civil law versus common law) which clash during such undertakings impose significant legal challenges on the companies and their advisers. Such challenges also had to be solved during the IPO of Schramm which required creativity, flexibility and negotiating skills with German and Hong Kong authorities. The focus laid in particular on shareholder protection issues and the comparability of laws and regulations for German stock corporations with those for Hong Kong stock corporations.?
Stanley Lai, corporate finance partner at Norton Rose Hong Kong commented:
?We are delighted to have advised Schramm in this groundbreaking IPO, the first German AG-share listing on the Hong Kong Stock Exchange. ?We see the listing of overseas companies from different jurisdictions on the Hong Kong Stock Exchange as a continuing trend and we are well placed to advise on future transactions. Because of the multiple jurisdictions involved and the differences between German civil law system and Hong Kong common law system, the listing process included a variety of unique legal issues each of which required cutting-edge solutions. ?We were able to collaborate with all working group members and regulators to navigate and resolve various regulatory issues throughout the process. The deal highlights our strength and we are very pleased to be involved in this landmark ?IPO. ?This was a very meaningful offering, both for the parties involved and for the Hong Kong IPO market.?
Samsung Securities (Asia) Limited was the sole global coordinator and lead manager and Guotai Junan Capital Limited was the sponsor. Norton Rose group was counsel to the company and advised on both Hong Kong and German law aspects of the IPO, including the future listing of German companies in Hong Kong (a decision by the Hong Kong Stock Exchange has been rendered in August 2009).
The Norton Rose Group team consisted of:
Partners: Dr. Michael Malterer (lead management, corporate finance, Munich), Stanley Lai (corporate finance, Hong Kong), Jamie Nowak LL.M (employment, Munich), Igsaan Varachia (corporate finance / tax, Munich), Dr. Frank Regelin (capital markets, Frankfurt), Christian Filippitsch (competition, Brussels), Richard Crosby (corporate finance, Hong Kong), Justin Wilson (corporate finance / capital markets, Shanghai).
Associates: Alexandra Hanisch LL.M, Valentina Navetta, Dr. Katrin Stiess, Dr. Markus Buchner, Sebastian Frech, Dr. Florian Prechtl, Stephanie Schuster (all corporate finance, Munich), Matthias Weigert (corporate finance / tax, Munich), Christoph Zieger (employment, Munich), Corinne Malbran (environmental, Frankfurt), Marlene Martin (capital markets, Frankfurt), Dr. Dirk Sch?fer (competition law, Brussels), Doris Ng, Edward Siu, Katherine Allport, Vivianne Tsao, Lydia Kungsen, Terence Montgomery, Kennedy Wicks, Michael Turnbull (all corporate finance, Hong Kong), Thomas Fairley, Hong Sun and Qian Nie (all corporate finance, Shanghai).
