NEWS
Corporate News
May 26, 2026
Annual Report for the 2025 financial year published
Today, CHAPTERS Group AG published its Annual Report for the 2025 financial year.
The entire Annual Report 2025 is available at the following Website:
April 23, 2026
CHAPTERS Group Invites Investors to Capital Markets Day
CHAPTERS Group AG cordially invites investors to its upcoming Capital Markets Day on July 15, 2026.
A View Into CHAPTERS’ Engine Room
The Capital Markets Day offers investors a look inside how CHAPTERS operates, allocates capital, and builds value across its portfolio of mission critical companies.
Management will walk through the group’s proprietary acquisition, value creation methodology (“Manuscript Method”), and CHAPTERS comprehensive AI strategy. Presentations will be delivered by senior leadership from both the holding company and selected portfolio businesses.
The day is designed for those who want to understand not just what CHAPTERS does but how we do it.
Date: Wednesday, July 15, 2026
Format: In-person, Hamburg
Registration: ir@chaptersgroup.com
April 23, 2026
CHAPTERS Group AG increases its 7.00 % bearer bond 2025/2030 by EUR 10 million to a total volume of EUR 82 million – framework allows increases up to EUR 100 million
CHAPTERS Group AG (“CHAPTERS”) has successfully completed a tap issue of its bearer bond 2025/2030 (ISIN DE000A4DFK32, WKN A4DFK3) via a private placement with a volume of EUR 10 million, increasing the total outstanding amount to EUR 82 million.
The bonds are unsecured and bear a fixed coupon of 7.00 % p.a., payable semi-annually on 8 February and 8 August. They were issued at par on 8 August 2025 and will be redeemed at par on 8 August 2030.
The issuance is structured as a framework facility of up to EUR 100 million. CHAPTERS may therefore issue additional notes with identical terms (“tap issues”) and consolidate them with the existing series. The tap was issued at 97%.
Application has been filed for the inclusion of the additional notes in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
April 09, 2026
CHAPTERS Group AG plans a tap issue of its existing up to EUR 100 million 7.00% senior unsecured 2025/2030 bond (ISIN: DE000A4DFK32)
Following the successful initial issuance of a EUR 32 million tranche in August 2025, which was placed via a private placement with qualified institutional investors, and the subsequent tap in October 2025 that increased the total volume to EUR 72 million, the Company now plans to further increase the outstanding volume through an additional tranche.
The new tap issue will likewise be executed as a private placement with qualified institutional investors.
The company engaged Berenberg as a sole facilitation agent.
Contact
CHAPTERS Group AG
Andreas Bergius
VP Corporate Finance
andreas.bergius@chaptersgroup.com
March 12, 2026
Reporting of Preliminary Results 2025 and 2026 Outlook
CHAPTERS Group AG, the home for mission critical digital solutions, today announced preliminary financial results for financial year 2025.
2025 highlights:
Revenues: Pro-formai revenues 2025 were c. €193m, up 53% compared to €126m in 2024. On an organic basisii, revenues grew c. 4.5% excluding one-off accounting effectsiii (c. 1.5% including these effects).
Recurring Revenues: In 2025, pro-formai recurring revenues were c. €93m. The share of recurring revenues in our Public Sector & Enterprise segments was c. 60% while the recurring revenue share in Financial Technologies was c. 14%.
EBITDA: Pro-formai adjusted operating EBITDA was c. €49m, up 62% compared to €30m in 2024. On an organic basisii, adjusted operating EBITDA grew c. 12%.
Outlook: CHAPTERS expects an acceleration of organic growthii in 2026. Organic revenue growth is expected in the high single digits with organic recurring revenue growth in excess of that. For adjusted operating EBITDA, CHAPTERS expects organic growth in the mid-teens in 2026.
***
Jan Mohr, CEO:
“2025 marks the first full year of Manuscript Method in action. Organic growth saw a meaningful acceleration over 2024. Looking into 2026, organic growth is accelerating even further across the group.
In our Public Sector and Enterprise VMS segments, it was all about driving operational improvements while continuing to scale the group with accretive M&A. When we made the decision to build Manuscript Method in 2023, we could not envision the power it will have in the age of AI. Sharing best practices and aligning on strategic direction has been a major effort over the last 18 months. We now reap the fruits of this work as we have established a pragmatic, fast and trustful exchange with our platforms. It now allows us to double-down on the best opportunities to play offense with AI across the group. Automation of processes that drive cost efficiencies are a core reason behind the strong outlook on organic EBITDA growth. In addition, we are confident to also see tangible revenue impacts from AI initiatives in the medium term.
In Financial Technologies, 2025 was all about creating one operating model for the three blocked account brands. Rigorous decisions are being made, and the merger synergy potential has been exceeding our expectations. The future for our Financial Technologies is bright, and we are excited to help international students fulfil their academic and career dreams in Germany.
With a healthy M&A pipeline on the table, we are once again expecting to exit the year much larger than we entered it. We are seeing strong execution of VMS deal flow across most platforms with valuations getting more attractive in the last weeks. Additionally, 2026 will be a pivotal year in proving that acquiring businesses is only the start of a journey. In fact, we are increasingly demonstrating that software businesses become better businesses by joining CHAPTERS – the best home for mission critical digital solutions.”
Marlene Carl, CFO:
“Driven by rigorous execution around automation, simplification and value-based price normalizations, 2025 was a strong year with low teens organic growth in adjusted operating EBITDA in line with our expectations.
Organic revenue grew in the mid-single digits excluding one-off accounting effects. In addition to an amount of c. EUR 1.2m in reduced revenue due to the first-time introduction of deferral of revenues, we acquired several companies in the Public Sector segment with strong reputations among customers and robust product offerings that nevertheless require operational transformation. As a result of poor project management and accounting standards under prior ownership, we had to write off an amount of c. EUR 4m in unrealizable revenue during our post-merger integration. We also saw lower than expected revenues with professional services in selected Public Sector companies. Excluding these effects, revenue growth was growing in line with expectations. Importantly, our platform teams have done a tremendous job at executing on cultural change, cost discipline and process optimization. Our Public Sector and Enterprise segments are set for strong growth in 2026.
In our Financial Technologies segment, we saw a very strong Q4 driving strong growth in both revenue and EBITDA. The team has been leveraging merger synergies both on the cost and on the revenue side. Most of the revenue effects will start to show in 2026 as we are looking forward to a very strong year for our Financial Technologies segment.
For 2026, we expect CHAPTERS to show strong organic growth in particular in recurring revenue and EBITDA. Our group companies also have set ambitious targets for growing in professional services and other non-recurring revenue parts with the expected impact crystallizing over the course of the year.”
***
Key Figures as of December 31, 2025
| Pro-forma revenue: Pro-forma adjusted operating EBITDA: Look-through ownership of CHAPTERSiv: Net debt at subsidiary levelv: Net cash and investments at CHAPTERSvi: Equity at CHAPTERS vii: |
c. €193m c. €49m c. 74.9% c. €141m c. €36m c. €286m |
***
The company expects to publish its consolidated and separate financial statements in May 2026. The provisional figures are subject to the audit of the financial statements and the approval of the annual financial statements prepared in accordance with the provisions of the German Commercial Code by the Supervisory Board.
_________________
i CHAPTERS defines pro-forma as combined full year numbers based on the group structure as of the December 30, 2025, reporting date. Companies in which CHAPTERS holds a non-controlling interest are not included. Fiscal results will only consider the numbers for the time a company was part of the group.
ii CHAPTERS defines organic growth as full year results for a financial year based on the relevant group structure as of June 30 of that financial year – compared to full year results for the same group for the previous financial year: For organic growth in 2025, the full year results for 2025 based on the group structure as of June 30, 2025 are compared to full year results for 2024 for the same group.
iii Write-off of unrealizable revenues booked pre-acquisition and first-time deferral of revenues to align accounting principles across the group.
iv With the remainder held primarily by management teams of our platform subsidiaries.
v Including provisions for transaction related earn-out payments.
vi Including all marketable securities (at fair value, including shares held in Software Circle), corporate bond 2025/2030 and investments in minorities stakes (at cost).
vii Including a preliminary parent company net income of c. €6.4m. Parent company operating costs before share-based compensation were c. €6.3m.
October 21, 2025
CHAPTERS Group AG increases its 7.00 % bearer bond 2025/2030 by EUR 40 million to a total volume of EUR 72 million – framework allows increases up to EUR 100 million
CHAPTERS Group AG (“CHAPTERS”) has successfully completed a tap issue of its bearer bond 2025/2030 (ISIN DE000A4DFK32, WKN A4DFK3) via a private placement with a volume of EUR 40 million, increasing the total outstanding amount to EUR 72 million.
The bonds are unsecured and bear a fixed coupon of 7.00 % p.a., payable semi-annually on 8 February and 8 August – for the first time on 8 February 2026. They were issued at par on 8 August 2025 and will be redeemed at par on 8 August 2030.
The issuance is structured as a framework facility of up to EUR 100 million. CHAPTERS may therefore issue additional notes with identical terms (“tap issues”) and consolidate them with the existing series.
CEO Jan-Hendrik Mohr comments:
“The strong investor demand for our bond confirms the trust in CHAPTERS’ business model and strategic direction. The additional issuance reflects our active M&A pipeline and supports the company’s ability to act quickly on attractive opportunities in the market. This tap further enhances our financial flexibility to support both organic and acquisitive growth.”
Application has been filed for the inclusion of the additional notes in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange; Quirin Privatbank AG acts as paying and settlement agent.
October 13, 2025
Interim Report for the first half of 2025 published
Today, CHAPTERS Group AG has published its 2025 half-year Interim Report.
The entire Interim Report is available at the following Website:
October 08, 2025
Tap Issue of initial tranche of the 2025/2030 7.00% Senior Unsecured Bond (ISIN: DE000A4DFK32)
CHAPTERS Group AG plans a tap issue of its initial tranche of its existing up to EUR 100 million 7.00% senior unsecured 2025/2030 bond (ISIN: DE000A4DFK32).
Following the successful initial issuance of its initial tranche of EUR 32 million in August 2025 which was placed by way of a private placement with qualified institutional investors, the Company intends to increase the outstanding volume of its initial tranche through an additional tranche under identical terms and conditions.
The tap issue will be carried out as a private placement with qualified institutional investors.
Contact
CHAPTERS Group AG
Andreas Bergius
VP Corporate Finance
andreas.bergius@chaptersgroup.com
September 09, 2025
Reporting of Preliminary Results for the first half of 2025
CHAPTERS Group AG, the home for mission critical digital solutions, today announced preliminary financial results for the first half of 2025.
H1/2025 highlights:
Revenues: Pro-formai revenues for the first half of 2025 were c. €85m, up c. 51% compared to €56m for the first half of 2024ii.
EBITDA: Pro-formai adjusted operating EBITDA was c. €19m, up c. 41% compared to €13m in for the first half of 2024ii.
Updated Outlook: CHAPTERS expects fiscal year 2025 organic revenue growth in the mid-single digits percent range and organic adjusted operating EBITDA growth in the low-teens percent range.
***
Jan Mohr, CEO:
“CHAPTERS grew 51% in revenue and 41% in adjusted operating EBITDA during the first half of 2025 with particularly pronounced growth in our Public Sector and Financial Technologies segments. Additionally, we are excited to have welcomed several amazing businesses across all three segments to our Group.
We are seeing the first tangible results of our operating system, Manuscript Method, in action. The operational rigor in our Public Sector and Enterprise VMS businesses has significantly improved. We are pleased to see the benefits for our customers and in our organic EBITDA growth.
Post the Expatrio merger announcement in May 2025, the integration efforts within the Financial Technologies segment are well under way. The merger closed in June 2025, and the financial performance of the combined businesses is within expectations. We continue to look positively at transaction synergies of the merger materializing in organic growth in 2026 and beyond.
With four VMS acquisitions already signed since June 30, 2025, our growth pace continues unabated. In fact, our current M&A funnel gives us confidence that we can keep up great speed in the future.
Recently, we also made several key hires in our AI tech and origination teams. We welcome the new team members on their new chapter joining us in building the best home for mission critical digital solutions.”
Marlene Carl, CFO:
“We are happy to report on a period of outstanding inorganic and solid organic growth. Overall business execution in our Public Sector and Enterprise VMS segments has been strong. The first-time consolidation of Expatrio is expected to have a slightly positive effect on organic revenue growth and a slightly negative effect on organic EBITDA growth in our Financial Technologies segment in 2025. While we saw lower than expected professional services revenues in a few select VMS businesses, Manuscript Method had a positive impact both on pricing and cost discipline across the group. This shows particularly in organic growth of adjusted operating EBITDA which we expect to deliver low teens growth in 2025 over 2024. Since the beginning of the year, we have made tremendous progress in improving our finance processes. We had several key finance talents joining us both at CHAPTERS and at platform subsidiaries. Their work allows us a much faster and better view into our business data, uncovering opportunities to apply Manuscript Method methodically.
Last month, we issued the first tranche of our senior unsecured bonds. This financing was another positive step towards lowering our cost of capital at a time of great M&A deal flow. To that end, we are keen to continue our growth path throughout 2025 and beyond.”
***
Preliminary Key Figures as of June 30, 2025
| Pro-forma revenue: Pro-forma adjusted operating EBITDA: Look-through ownership of CHAPTERSiv: Net debt at subsidiary level: Net cash and investments at CHAPTERSv: Equity at CHAPTERSvi: |
c. €85m c. €19m c. 76% c. €131m c. €40m c. €263m |
***
The company expects to publish the consolidated and separate interim financial statements in October 2025. The provisional figures are subject to auditors’ review.
_____________________
i CHAPTERS defines half-year pro-forma figures as the full past six months figures based on the group structure as of the June 30, 2025 reporting date. Companies in which CHAPTERS holds a non-controlling interest are not included. Half-year results in the published interim financial statements will only consider the numbers for the time a company was part of the group.
ii For previous periods, CHAPTERS reported pro-forma numbers including results of companies, in which CHAPTERS holds a non-controlling interest. For the first half of 2024, revenue contribution of these companies was €2.8m, EBITDA adj. was €0.4m (see page 13 on the combined interim management report 2024).
iii CHAPTERS defines organic growth as full year results for a financial year based on the relevant group structure as of June 30 of that financial year – compared to full year results for the same group for the previous financial year: For organic growth in 2025, the expected full year results for 2025 based on the group structure as of June 30, 2025 are compared to the full year results for 2024 for the same group. Full year pro-forma revenues for 2024 for the group structure as of June 30, 2025, were c. 172m, adjusted operating EBITDA was c. 42m.
iv With the remainder held primarily by management teams of our platform subsidiaries.
v Including all marketable securities (at fair value, including shares held in Software Circle), perpetual bond and investments in minorities stakes (at cost). Debt and investments at the 100% subsidiary of CHAPTERS Group AG, CHAPTERS Beteiligungs GmbH are included.
vi Including a preliminary parent company net loss of c. €3.8m. The net loss includes c. €11.1m non-cash expenses in relation attributable to newly recognized provision for share-based compensation. Parent company operating costs before share-based compensation were c. €2.2m.
August 11, 2025
CHAPTERS Group AG successfully places first tranche of its 7.00 % corporate bond 2025/2030 of EUR 32 million – framework allows increases up to EUR 100 million
CHAPTERS Group AG (“CHAPTERS”) has successfully placed the first tranche of its new bearer bond 2025/2030 (ISIN DE000A4DFK32, WKN A4DFK3) via a private placement with a final volume of EUR 32 million.
The bonds are unsecured and bear a fixed coupon of 7.00 % p.a., payable semi-annually on 8 February and 8 August – for the first time on 8 February 2026. They were issued at par on 8 August 2025 and redeemed at par on 8 August 2030.
The issuance is structured as a framework facility of up to EUR 100 million. CHAPTERS may therefore issue additional notes with identical terms (“tap issues”) and consolidate them with the existing series.
CEO Jan-Hendrik Mohr comments:
“We are happy to enter the bond market with this issuance to further improve our financing mix. The stability and organic growth of the group support an increasingly equity-efficient financing of further M&A. The bond allows CHAPTERS to retain maximum flexibility while offering a stable and attractive coupon to our bond holders.”
Application has been filed for the inclusion of the bond in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange; Quirin Privatbank AG acts as paying and settlement agent.
Use of proceeds
The net proceeds of the initial EUR 32 million placement will be used to finance further growth within CHAPTERS’ M&A strategy.
About CHAPTERS Group AG
CHAPTERS GROUP is a holding company investing in attractive small and medium-sized enterprises across various industries. We pursue a long-term, entrepreneurial investment strategy. As a listed company, we provide permanent capital. Our goal is to create value for our investors over decades by enabling our portfolio companies to continuously develop and grow.
May 30, 2025
Annual Report for the 2024 financial year published
Today, CHAPTERS Group AG published its Annual Report for the 2024 financial year.
The entire Annual Report 2024 is available at the following Website:
May 22, 2025
CHAPTERS Group AG Expands Financial Technologies Segment: Subsidiary Fintiba merges with Expatrio
- Merger of Fintiba and Expatrio enables increased investment in products for international students and skilled professionals in Germany.
- Comprehensive offering through collaboration with FIB Frankfurt International Bank AG.
- Post-transaction, the new established Financial Technologies segment reports pro-forma revenues 2024 of €42 million – more than twice the level prior to the deal.
- Fintiba CEO Bastian Krieghoff will join the Executive Board of CHAPTERS Group AG.
Hamburg, May 22, 2025 – CHAPTERS Group AG (ISIN: DE0006618309) today announced the merger of its subsidiary Fintiba GmbH with Expatrio Global Services GmbH. Bastian Krieghoff, CEO of Fintiba, will be appointed to the Executive Board of CHAPTERS Group AG by the Supervisory Board shortly. The companies, which will belong to the newly created Financial Technologies segment, are both active in providing financial services to international students and professionals in Germany. Blocked accounts, which serve as proof of funds for the visa process, as well as health insurance for stays in Germany, form the core components of the offering. In December 2024, Fintiba acquired Coracle, increased market share and contributes the company now into the newly formed group.
Significant growth potential and positive financial outlook
Upon completion of the transaction, CHAPTERS will hold a 61.8% stake in the merged entity. Pro forma revenue for the Financial Technologies segment in 2024 is projected to total €42 million – more than double the segment’s revenue prior to the transaction. Looking ahead, CHAPTERS anticipates low teens organic growth for the segment in 2025.
Due to the significant synergies anticipated as a result of the transaction, organic revenue and adjusted EBITDA growth for the Financial Technologies segment is expected to be well above the current level starting from the 2026 financial year.
“This strategic decision is an important milestone in our growth strategy. The merger of Fintiba, Expatrio, and Coracle creates a new player in financial services for international students and expatriates. We are establishing a platform with enormous potential for further, sustainable growth in a dynamic market. I‘m especially pleased that Bastian Krieghoff will join Marlene Carl and myself as a fellow board member and will assume overall responsibility for the Financial Technologies segment moving forward,” explained Jan-Hendrik Mohr, CEO of CHAPTERS.
“Finance beyond borders”: Simplified Financial Management for Internationals
Fintiba, Expatrio, and Coracle, previously hidden champions in the fintech sector, have established themselves for many years as entrepreneur-led companies – without any venture capital financing. They have successfully served the market for international students and skilled professionals with a range of financial products, including blocked accounts, all while maintaining the highest quality standards. With the new Financial Technologies segment and this merger, CHAPTERS is setting a clear signal for greater security, reliability, and innovative new products – to the benefit of international students and professionals.
Through a strategic partnership with Frankfurt International Bank AG (FIB), the group will in the future offer current accounts and debit cards in addition to blocked accounts. It is also planned to develop further innovative financial products together with FIB. FIB was established in 2022 by CHAPTERS and shareholders of Fintiba GmbH together with shareholders of TraFinScout as experts in small-ticket export financing and received a full banking license in 2024.
“Germany has now become the most popular non-English-speaking host country for international students worldwide, to which these three companies have made a decisive contribution with their reliable and user-friendly financial solutions,” said Bastian Krieghoff, CEO and founder of Fintiba. “With our planned expanded offering, we are strengthening our position and making it even easier for international talent to access the German education and job market. This, in turn, helps the German economy tackle skills shortages. At the same time, the small-ticket export financing solutions from FIB are strengthening German exports. Therefore, we are supporting the country in overcoming two of its most pressing challenges.”
A New Chapter for Three Strong Brands with One Common Goal
“With over 500,000 customers from 190 countries and more than 250 employees from over 30 nations, Fintiba, Expatrio, and Coracle reflect the diversity of the global market,” says Tobias Fischer, CEO and co-founder of Expatrio. “That is why this merger is far more than just a combination – it unites our expertise and our common goal of optimally supporting international talents so that they can successfully find their footing in Germany. To achieve this, we will continue to invest in custom-made solutions involving financial services and clearly extending beyond them.”
With a focus on maximizing customer value, the group aims to combine expert human know-how with state-of-the-art technology. The AI solutions that have already been successfully implemented at Fintiba and Expatrio will be rolled out across the group. In parallel, close collaboration with universities, education agencies, and government authorities will be further strengthened to expand the strong network for international talents in Germany.
The transaction is expected to close in May 2025, subject to the usual contractual conditions.
For interested investors, an Investors Call will take place on May 22, 2025, at 2:30 pm (CEST). We cordially invite you to participate and to learn more about current developments.
Please register here to participate our call. Please check your inbox after registration and confirm your e-mail address.
Press Contact:
Laura Montag Communications
lm@laura-montag.com
+49 177 7744868
Opernplatz 14
60313 Frankfurt am Main
Investor Relations Contact:
CHAPTERS Group AG
ir@chaptersgroup.com
+49 (0) 40 / 20 95 02 69
Falkenried 29
20251 Hamburg
About CHAPTERS GROUP AG
CHAPTERS GROUP is a holding company investing in attractive small and medium-sized enterprises across various industries. We pursue a long-term, entrepreneurial investment strategy. As a listed company, we provide permanent capital. Our goal is to create value for our investors over decades by enabling our portfolio companies to continuously develop and grow.
More information at www.chaptersgroup.com.
Forward-Looking Statements
This release may contain forward-looking statements. Actual results may differ materially from the estimates or forecasts contained in such forward-looking statements.
April 01, 2025
CHAPTERS Announces the Result of the Buyback Offer for the 2020 Perpetual Bond
On March 17, 2025, the company made a voluntary public buyback offer to the holders of the bearer bond (ISIN: DE000A254TL0) to repurchase a total nominal amount of up to €16m at a purchase price of 98.72% of the nominal amount.
As a result, the company was offered a nominal amount of €10,007,000 to repurchase. The company accepts the offers according to the terms of the buyback offer.
Settlement under the terms of the buyback offer of March 17, 2025 is expected to take place on April 3, 2025.
March 31, 2025
Increase in Equity to Accelerate Growth
As announced in the ad-hoc release of March 31, 2025 CHAPTERS Group AG successfully completed a capital increase. The company raised approx. €16.5m in equity by issuing 471,219 new shares at €35.00 per share. The placing was significantly oversubscribed.
Jan-Hendrik Mohr, CEO of CHAPTERS Group AG comments:
„In the coming months, we are looking to deliver on strong inorganic growth. We are very pleased that this capital increase was backed by our existing shareholders Antheia (the family office of Daniel Ek, founder of Spotify), Sator Grove and Mitch Rales. This ongoing and significant support empowers us to strengthen CHAPTERS in the long run and drives sustainable growth.”
March 21, 2025
Extension of Acceptance Period for Bond Buyback Offer of 2020 Perpetual Bond
With reference to the bond buyback offer announced on Monday, March 17, 2025, CHAPTERS Group AG announces that – for technical reasons – the acceptance period will be extended until Friday, March 28, 2025, 6pm CET.
All other terms and conditions of the offer remain unchanged.
March 17, 2025
Reporting of Preliminary Results 2024 and 2025 Outlook
CHAPTERS Group AG, the home for mission critical digital solutions, today announced preliminary financial results for financial year 2024.
2024 highlights:
Revenues: Pro-formai revenues 2024 were c. €124m, up 42% compared to €87.2m in 2023ii. On an organic basisiii, revenues grew c. 11%
EBITDA: Pro-formai adjusted operating EBITDA was c. €30m, up 22% compared to €24.5m in 2023ii. On an organic basisiii, EBITDA grew c. 1%.
Outlook: CHAPTERS expects organic growthiii in the low teens for both revenue and adjusted operating EBITDA for 2025
***
Jan Mohr, CEO:
“Our key theme in 2024 was instilling a culture of organic growth in our businesses. Today, I’m proud to announce our 2025 outlook for low teens organic revenue and EBITDA growth.
The time was right for the increased focus on organic growth and our team has built the muscle to continue to execute on it. Led by our COO Marc Maurer, we developed and rolled out the Manuscript Method as our way to drive organic growth at CHAPTERS.
A key driver for our recent growth has been to focus on what we are best at, digital solutions. Digital solutions now comprise c. 90% of adjusted EBITDA. We expect these businesses to grow even further in importance going forward, driven in particular by strong growth in public sector vertical market software.
We are expecting strong inorganic growth in 2025 as our M&A pipeline is full and we expect to add several high-quality businesses to the group. In fact, 2025 will be another big step towards building the best home for mission critical digital solutions.”
Marlene Carl, CFO:
“We are looking back on a year of consistent execution throughout CHAPTERS. We met our guidance range for organic adjusted EBITDA growth while organic revenue growth came in above expectations. With the continued scaling of the group, we continue to optimize our financing structure. Right at the start of the 2025 fiscal year, we closed our first junior debt facility in the amount of €40m, optimizing the financing mix for some of our longest tenured software companies. Today, we also announce a repurchase offer and subsequent redemption of our perpetual bond to further simplify our balance sheet. Driven by our track record of consistent free cash-flow generation, we expect to further improve our debt financing capabilities in the future.”
***
Preliminary Key Figures as of December 31, 2024
| Pro-forma revenue: Pro-forma adjusted operating EBITDA: Look-through ownership of CHAPTERSiv: Net debt at subsidiary level: Net cash and investments at CHAPTERSv: Equity at CHAPTERSvi: |
c. €124m c. €30m c. 71.5% c. €33m c. €76m c. €250m |
***
The company expects to publish the consolidated and separate financial statements in May 2025. The provisional figures are subject to the audit of the financial statements and the approval of the annual financial statements prepared in accordance with the provisions of the German Commercial Code by the Supervisory Board.
_____________________
i CHAPTERS defines pro-forma as combined full year numbers based on the group structure as of the December 31, 2024, reporting date. Companies in which CHAPTERS holds a non-controlling interest are not included. Fiscal results will only consider the numbers for the time a company was part of the group.
ii For previous periods, CHAPTERS reported pro-forma numbers including results of companies, in which CHAPTERS holds a non-controlling interest. For 2023, revenue contribution of these companies was €5.2m, EBITDA adj. was €0.6m (see page 31 on the combined management report).
iii CHAPTERS defines organic growth as full year results for a financial year based on the relevant group structure as of June 30 of that financial year – compared to full year results for the same group for the previous financial year: For organic growth in 2024, the full year results for 2024 based on the group structure as of June 30, 2024 are compared to full year results for 2023 for the same group.
iv With the remainder held primarily by management teams of our platform subsidiaries.
v Including all marketable securities (at fair value, including shares held in Software Circle), perpetual bond and investments in minorities stakes (at cost).
vi Including a preliminary parent company net income of c. €3.7m. Parent company operating costs before share-based compensation were c. €2.9m.
March 17, 2025
CHAPTERS Announces final Buyback and full Redemption of 2020 Perpetual Bond
Following a first buyback in amount of €9m nominal in April 2024, CHAPTERS Group AG today announces a second buyback offer for the remaining outstanding nominal amount of €16m of the 2020 bearer bond (ISIN: DE000A254TL0).
The offer is expected to be published on the company’s website and in the Federal Gazette on March 17, 2025. The acceptance period will commence on March 18, 2025, and is expected to conclude on March 21, 2025. The repurchase price is anticipated to be 98.72% of the nominal amount.
Following the completion of the buyback, the bond will be fully redeemed and subsequently terminated in May 2025.
March 05, 2025
CHAPTERS platform Altamount Software GmbH successfully completes acquisition of PSI Transcom GmbH
CHAPTERS platform Altamount Software GmbH has successfully completed the acquisition of PSI Transcom GmbH, following the approval of the Federal Ministry for Economic Affairs and Climate Action. This transaction marks another significant step towards building a group of companies in the field of mission-critical software solutions.
Jan-Hendrik Mohr, CEO of CHAPTERS Group AG, comments:
“With the acquisition of PSI Transcom, we continue our strategy to build a group of leading software companies in the critical infrastructure sector. We would like to thank PSI Software SE for their excellent collaboration and look forward to further intensifying our cooperation in the area of governance, risk, and compliance software.”
Andreas Philippi, CEO of Altamount Software GmbH, adds:
“With Altamount, we are actively connecting software companies in the critical infrastructure sector with governance, risk, and compliance (GRC) software companies. With PSI Transcom, we are adding a strong company that perfectly fits our strategy. We warmly welcome the entire PSI Transcom team and look forward to the journey ahead!”
PSI Transcom GmbH is a leading provider of software solutions for public transportation. The company develops intelligent systems for operational control, scheduling, and optimization of traffic networks, thereby making a significant contribution to the efficiency and sustainability of urban mobility.
Altamount Software GmbH is a platform of CHAPTERS Group AG, focusing on building a group of software providers for critical infrastructure and governance, risk, and compliance (GRC) sectors. Through the connectivity of solutions, Altamount helps strengthen security, efficiency, and regulatory compliance in key areas of the economy.
2024
December 21, 2024
Acquisition of PSI Transcom GmbH by CHAPTERS platform Altamount Software GmbH
October 18, 2024
Interim Report for the first half of 2024 published
September 05, 2024
CHAPTERS Group AG increases its stake in VMS platform Ookam Software GmbH from 80% to 100%
August 15, 2024
Raising of Additional Equity to Drive Acceleration of Growth
July 08, 2024
CHAPTERS Group AG announces Establishment of Two New Vertical Market Software Platforms
May 27, 2024
Annual Report for the 2023 financial year published
April 25, 2024
CHAPTERS Group AG raises EUR 52m of funding commitments at EUR 24.70 per share for intended Capital Increase with Rights Issue in 2024
April 19, 2024
CHAPTERS Group AG announces the result of the Buyback offer for the 2020 bond
March 26, 2024
Buyback offer for up to EUR 9 million nominal amount of the 2020 bond
March 05, 2024
CHAPTERS Group AG finishes successful 2023 financial year; Strong momentum continues in 2024
January 31, 2024
Extension of Marlene Carl’s Management Board contract and Jan-Hendrik Mohr’s parental leave
January 25, 2024
Capital Increase against contribution in kind from Authorized Capital resolved
2023
November 24, 2023
Raising of Additional Equity to Drive Acceleration of Growth
September 29, 2023
2023 Interim Report Shows Strong Growth in the First Half of the Year
September 07, 2023
Management buy-out of the property services group of NGC Nachfolgekapital GmbH
August 01, 2023
Officially Starting the Next CHAPTER
May 26, 2023
Expansion of Capital Base to Accelerate Growth
May 17, 2023
Annual Report for the 2022 financial year published
April 14, 2023
Group growth continued again in the 2022 financial year and a successful start to the 2023 financial year
February 16, 2023
Executive Board contract of Jan-Hendrik Mohr extended
2022
December 13, 2022
Expansion of Equity Base to Accelerate Growth
September 30, 2022
Interim Report 2022 – Positive development of the group in the first half of 2022
May 24, 2022
Annual Report 2021 published – Group growth continued successfully in the 2021 fiscal year
April 13, 2022
Investor Base strengthened with 2022 Rights Issue
February 24, 2022
Group growth continued successfully in the 2021 fiscal year
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September 15, 2025
Capital Increase against contribution in kind from Authorized Capital resolved
Today, the Management Board (with the approval of the Supervisory Board) of CHAPTERS Group AG (ISIN: DE0006618309) resolved a capital increase from authorized capital with the exclusion of subscription rights by issuing 384,906 new shares against contributions in kind and making partial use of EUR 384,906.00 of the existing authorized capital of EUR 11,728,623.00.
The contribution in kind against 384,906 new shares relates to a loan repayment claim from a vendor loan in the amount of EUR 13,471,710.00 in connection with the acquisition of shares from former Fintiba GmbH shareholders in the newly established Financial Technologies Segment, created through the merger of Fintiba GmbH and Expatrio Global Services GmbH, as communicated on May 22, 2025.
The new shares by CHAPTERS Group AG will be issued for a price of EUR 35.00 per share.
May 22, 2025
CHAPTERS Group AG concludes agreement on the contribution of shares in Fintiba GmbH and Expatrio Global Services GmbH into a new holding company
CHAPTERS Group AG (“CHAPTERS”) today entered into an agreement with the shareholders of Expatrio Global Services GmbH (“Expatrio”) and the shareholders of Fintiba GmbH (“Fintiba”), in which CHAPTERS already held an indirect stake of approximately 55%, providing for all shares in Fintiba and Expatrio to be contributed into a new holding company (“Transaction”). Upon completion of the transaction, CHAPTERS will hold an indirect stake of 61.8% in the new holding company.
The companies Fintiba and Expatrio, which will in future belong to the Financial Technologies segment, both operate in the area of blocked accounts and other financial services for international students and professionals in Germany. Coracle GmbH had already become part of the group in December 2024.
After completion of the transaction, the pro forma revenue of the Financial Technologies segment for the 2024 financial year will amount to €42 million, which represents more than a doubling compared to the pro forma revenue of this segment prior to the transaction.
Net financial debt at the segment level will amount to €116 million at closing, of which €18 million will be provided as a shareholder loan by CHAPTERS. The vast majority of the financial debt incurred was used for a share buyback from the existing Expatrio shareholders in order to achieve the ownership structure that will exist after closing.
The purchase price to be paid by CHAPTERS to the other shareholders of Fintiba for the contribution will initially be deferred in the form of a seller loan. It is intended to offer the shareholders of Fintiba, after completion of the transaction, the opportunity to contribute their purchase price claim to CHAPTERS in exchange for shares as part of a non-cash capital increase from authorized capital. The utilization of the authorized capital and the timing of such a capital increase are subject to the approval of the Management Board and Supervisory Board of CHAPTERS.
For the 2025 financial year, the company expects organic growth in the low double-digit percentage range for the Financial Technologies segment. Due to significant synergies anticipated as a result of the transaction, organic revenue and adjusted EBITDA growth for the Financial Technologies segment are expected to be significantly above the current level from the 2026 financial year onwards.
March 31, 2025
Successful Completion of Private Placement of the Capital Increase from Authorized Capital Resolved on March 31, 2025
The private placement of the capital increase resolved on March 31, 2025, excluding subscription rights by issuing new shares was successfully completed in the amount of 471,219 new shares. The subscription price was €35.00 per new share, resulting in gross proceeds of €16.5m.
Subject to registration in the Commercial Register, the share capital increases from €22,986,027 to €23,457,246.00.
March 31, 2025
Capital Increase from Authorized Capital Resolved
Today, the Management Board of CHAPTERS Group AG (ISIN DE0006618309) resolved, with the approval of the Supervisory Board, to carry out a capital increase with the exclusion of subscription rights by issuing up to 471,219 new shares. The company’s share capital is to be increased by up to €471,219.00 from €22,986,027.00 to up to €23,457,246.00 against cash contributions, making partial use of the authorized capital.
The new shares will be offered exclusively to professional investors as part of a private placement. The issue price has been set at €35.00 per new share.
The funds received from the capital increase will be used to further accelerate the company’s growth.
2024
August 14, 2024
Successful Completion of Private Placement of the Capital Increase from Authorized Capital Resolved on August 14, 2024
August 14, 2024
Capital Increase from Authorized Capital Resolved
August 07, 2024
Further information regarding the capital increase announced in April 2024
April 25, 2024
Backstop-Agreement concluded with a group of institutional investors
January 25, 2024
Capital Increase against contribution in kind from Authorized Capital resolved
2023
November 24, 2023
Successful Completion of Private Placement of the Capital Increase from Authorized Capital Resolved on November 23, 2023
November 23, 2023
Capital Increase from Authorized Capital Resolved
September 07, 2023
Management buy-out of the property services group of NGC Nachfolgekapital GmbH
May 26, 2023
Successful Completion of Private Placement of the Capital Increase from Authorized Capital Resolved on Mai 25, 2023
2022
December 13, 2022
Successful Completion of Private Placement of the Capital Increase from Authorized Capital Resolved on December 12, 2022
December 12, 2022
Capital Increase from Authorized Capital Resolved
April 07, 2022
Placement of the capital increase with subscription rights successfully completed
March 15, 2022
Capital Increase via subscription rights issue resolved
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