MBB : subsidiary Aumann AG plans IPO on 24 March 2017 PDF; 0,14 MB

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

• Price range set between €35 and €43 per share

• Primary offering of 1.5 million shares for the funding of e-mobility growth and secondary offering of 4.48 million shares including a potential overallotment

• Free float of up to 46.4%; MBB will remain majority shareholder after IPO

• Aumann AG starts 2017 with high double-digit revenue and profitability growth as well as strong order intake momentum

Berlin, 9 March 2017 - MBB SE (ISIN DE000A0ETBQ4), a medium-sized family business, seeks listing of its subsidiary Aumann AG on the regulated market (Prime Standard) of the Frankfurt Stock Exchange on 24 March 2017. Aumann is a leading manufacturer of innovative specialised machinery and automated production lines with focus on e-mobility. Before the IPO, MBB SE holds 93.5% of the share capital in the company and Mr. Ingo Wojtynia holds 6.5%.

The intended offering comprises 1.5 million new shares from a capital increase and 3.7 million secondary shares from the current shareholders of which c. 3.5 million shares come from MBB SE. Additionally, there will be a potential overallotment by the current shareholders of 780,000 shares of which MBB will contribute 729,300 shares. The share capital of Aumann after the transaction will increase up to 14 million shares without par value. The price range was set between €35 and €43 per share. The free float after the IPO will amount up to 46.4% after the end of the lock up period. MBB SE will hold 53.6% of Aumann's shares assuming the full placement of all shares and exercise in full of the greenshoe option. The basis of the offering will be a prospectus with detailed information regarding the IPO. The approval of the prospectus by the German Federal Financial Supervisory Authority is expected on Friday, 10 March 2017. The expected primary gross IPO proceeds of c. €59 million (at mid-point of the price range) allow the funding of Aumann's capacity expansion given the expected dynamic growth backed by the strong demand for e-mobility solutions. MBB expects gross proceeds of € 163 million (at the mid- point of the price range) assuming placement of the full greenshoe.

Aumann has started 2017 very positively. According to preliminary unaudited figures, the company generated revenues of €32.9 million and an EBIT of €4.1 million until 28 February 2017 which corresponds to an EBIT margin of 12.6%. This represents to a revenue increase of 64% compared to the same period in 2016 (revenues: €20.1 million) and an EBIT increase of 90% compared to the same period in 2016 (EBIT: €2.2 million). The revenue share of the E-mobility segment in the first two months of 2017 amounted to 28%. The EBIT margin of the E-mobility segment increased again to 18.0% compared to 17.1% for the full year 2016. The order intake of already €37.5 million until 9 March 2017 is very positive for this time of the year.

Further information on MBB SE can be found at www.mbb.com

About MBB SE:

MBB SE is a medium-sized family business that has expanded steadily since it was founded in 1995 through organic growth and the acquisition of companies. Increasing long-term value of the independent subsidiaries and the Group as a whole is the heart of its business model which has been highly profitable from the outset. Substantial growth and sustainable returns will remain MBB SE's goal in future as well.

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MBB SE

Joachimsthaler Straße 34

10719 Berlin

Tel +49 30 844 15 330

Fax +49 30 844 15 333

request@mbb.com www.mbb.com

Listed: Regulated Market in Frankfurt (Prime Standard) Executive Management

Dr Christof Nesemeier (CEO) Anton Breitkopf

Dr Gerrit Karalus Klaus Seidel

Chairman of the Board Gert-Maria Freimuth

Court of Registration

Berlin-Charlottenburg Local Court, registration number: HRB 165458

This publication is an advertisement. This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a prospectus which is to be published. An investment decision regarding the publicly offered securities of Aumann AG should only be made on the basis of the securities prospectus. The prospectus will be available free of charge from the Aumann AG (Aumann AG, Dieselstraße 6, 48361 Beelen, Germany, fax number +49 2586 888-7100 and on the website of Aumann AG www.aumann-ag.com).

These materials are for informational purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, ordinary shares in the share capital of Aumann AG (the "Company", and such shares, the "Shares") in the United States or in any other jurisdiction.

The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or an exemption from the registration requirements under the Securities Act. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of Shares in the United States.

The Company has not authorised any offer to the public of Shares in any Member State of the European Economic Area, except in the Federal Republic of Germany and Luxembourg. With respect to any Member State of the European Economic Area which has implemented the Prospectus Directive other than Germany and Luxembourg (each a "Relevant Member State"), no action has been undertaken or will be

undertaken to make an offer to the public of Shares requiring publication of a prospectus in any Relevant Member State. As a result, the Shares may only be offered in Relevant Member States:

1. to any legal entity which is a "qualified investor" as defined in the Prospectus Directive; or

2. in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

Any such investor will also be deemed to have represented and agreed that any Shares acquired by it in the contemplated offering of Shares have not been acquired on behalf of persons other than such investor. This announcement is not an advertisement within the meaning of the Prospectus Directive and does not constitute a prospectus.

In the United Kingdom, this document and any other materials in relation to the Shares is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 ("Financial Promotion") Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication is directed only at relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. No action has been taken by the Company that would permit an offer of Shares or the possession or distribution of these materials or any other offering or publicity material relating to such Shares in any jurisdiction, except for the Republic of Germany and Luxembourg, where action for that purpose is required.

This document may contain forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of the Company and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations and competition from other companies, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Company and other factors. The Company does not assume any obligations to update any forward- looking statements.

Neither these materials nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or the South Africa. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law.