NEWS

Corporate News

May 27, 2024

Annual Report for the 2023 financial year published

Today, CHAPTERS Group AG published its Annual Report for the 2023 financial year.

The entire Annual Report 2023 is available at the following Website:

Annual Report 2023

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

As announced in the ad-hoc release of April 25, 2024, CHAPTERS Group AG has secured funding commitments for EUR 52m with a group of several leading family offices. Antheia, the family office of Daniel Ek, founder of Spotify, led this round and builds on its existing investment in CHAPTERS Group.

Jan-Hendrik Mohr, CEO of CHAPTERS Group AG commented:

„Today’s announcement equips us with ample capital to continue the rapid growth of CHAPTERS Group. With 44 operating companies currently, we see compelling opportunities to not only continue to help our existing platforms acquire further operating businesses but also to build new platforms. With Antheia and also the continued support of our lead investors Sator Grove and Mitch Rales, we take additional steps toward realizing our vision to become the best home for mission critical businesses. My thanks goes out to our talented team, who has done great work over the last several years to earn the interest and support from this esteemed group of long-term investors. Now it is on us to deliver and scale the group commensurate with our ambitious goals.”

CHAPTERS Group intends to conduct a capital increase with rights issue from authorized capital later this year. The expected total amount to be raised is EUR 60m – 80m and will be decided on based upon the eventual quantum of deployment opportunities. New shares shall be issued at EUR 24.70 per share. The investors signed a binding backstop agreement, ensuring that up to EUR 52m of any non-subscribed shares will be placed at EUR 24.70 per share.

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

On March 28, 2024, the company made a voluntary public buyback offer to the holders of the bearer bond (ISIN DE000A254TL0 / WKN A254TL) to repurchase a total nominal amount of up to EUR 9,000,000.00 at a purchase price of 91.07% of the nominal amount.

As a result, the company was offered a nominal amount of EUR 19,970,000.00 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 28, 2024 is expected to take place on April 23, 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

In May 2023, the company placed the bearer bonds held by the company itself from the 2020 bond (ISIN: DE000A254TL0) and committed to an anchor investor to conduct one or more public buyback offers if certain conditions are met. In the meantime, the company has received funds from the repayment of shareholder loans issued in previous years. The Management Board – with the approval of the Supervisory Board has therefore decided to submit a first offer for a total nominal amount of EUR 9.0 million (36% of the issued volume).

The offer is expected to be published on the company’s website and in the Federal Gazette on March 28, 2024. The acceptance period for the offer is expected to end on April 16, 2024. The repurchase price is expected to be 91.07% of the nominal amount.

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

2023 was a transformative year for CHAPTERS Group AG as the group made significant progress on several strategic initiatives in building the home for mission-critical businesses in Europe.

In 2023, 18 operating companies joined the group. mlog, a new VMS platform focusing on the French market was launched and CHAPTERS increased its ownership position in Fintiba.

The group also completed two successful funding rounds with strong support from its largest shareholders as well as a handful of new highly strategic world-class investors.

In 2024, the existing platforms already invested in three additional operating companies and CHAPTERS Group AG became a significant shareholder Software Circle, a UK based serial acquirer of vertical market software companies. In addition, CHAPTERS Group AG added several key hires to bolster the team at CHAPTERS Group AG for further growth.

CEO Jan-Hendrik Mohr comments:

“We’re thrilled with the progress we’ve made in 2023 and the start of 2024! In 2023, EBITDA has increased by c. 49% – and by c. 63% including the additional transactions in 2024. Over the course of the last 14 months, we’ve added two platforms and 21 companies to our group. Importantly, the additional talent we’ve brought in directly and through our acquisitions has solidified our position as the ideal place for operating and M&A professionals to call home.

In this new chapter, I’m thrilled that we’ve been able to double the total capital invested since December 2022. The pace and quality of M&A execution has been phenomenal, and we continue to witness many more value-accretive acquisition opportunities in the pipeline, in particular in the VMS segment. Our platforms are now active in seven countries. As importantly, we are seeing progress in organic growth across most operating companies, driven by our new operational initiatives and strong performance again by Bastian and his team at Fintiba in this period.

Overall, our vision of building the ideal home for mission-critical businesses took great steps this year.”

Strong Growth in 2023

In the 2023 fiscal year, the growth of the group continued again. The platforms belonging to the group have acquired majority stakes in 18 additional operating companies. In addition, CHAPTERS Group AG increased its ownership in Fintiba GmbH from 39.9% to 55% and spun-off the property services group of NGC Nachfolgekapital. At the end of 2023, the group encompassed a total of 41 operating companies, one of which was a minority holding.

Based on preliminary numbers, the group achieved c. Euro 93m in revenue in 2023, an increase of c. 39% to the comparable period in 2022. EBITDA (adjusted) for 2023 of all operating companies is expected to amount to c. Euro 25m, an increase of 49% over 2022.

In addition to very strong inorganic growth in 2023, the group also saw c. 30% organic growth in EBITDA. This performance was strongly driven by excellent results at Fintiba. Excluding Fintiba, organic EBITDA growth in 2023 was in the mid-single digits.

Continued Progress in 2024 Year to Date

In the first few months of the current fiscal year, three additional operating companies were added to the group contributing c. Euro 2.3m in adjusted EBITDA, thereof c. Euro 1.6 million attributable to CHAPTERS. Total capital invested in relation to those transactions amounts to Euro 15 million. CHAPTERS Group AG also increased its stake in Software Circle plc to c. 29.9%. Software Circle is a serial acquirer of great vertical market software business in the UK and Ireland and has invested in 6 business to date. CHAPTERS Group AG has been a minority shareholder since 2023.

In addition, CHAPTERS Group AG resolved a capital increase against contribution in kind in January 2024 issuing c. 1.4 million in new shares.

Team Additions

In March 2024, CHAPTERS Group AG brought three new professionals onto the team. Marc Maurer joined as Chief Operating Officer for Vertical Market Software. Marc brings two decades of experience in the software space, both as an investor and operator with companies like Constellation Software, SAP, and Nokia. To support him in his ambition to help our platforms and operating companies to scale and grow, Christian Kappes joined Marc’s team. Christian has successfully driven growth at three CHAPTERS subsidiaries in the last two years. Melissa Koenigsberg joined the Finance Team as Head of Finance. Having worked in a similar role at a fast-growing M&A aggregator holding before, she is well equipped to scale the Finance organization of the group.

2023 Financial Update

The company’s equity base grew by c. Euro 35m in the 2023 fiscal year at the level of the AG with two capital increases (in May and November) and the foundation for further growth was laid. The number of shares outstanding as of December 31, 2023, is 18,149,192.

The Base Value as of December 31, 2023, is around Euro 8.00 per share (2022: Euro 6.52 per share). For the Base Value, the companies belonging to the group are valued based on the adjusted EBITDA for the past fiscal year using the multiple used as a basis at the time of purchase, and the proportionate value attributable to CHAPTERS Group AG – less the relevant company’s net debt – is taken into account. In addition, parent company assets and liabilities of CHAPTERS Group AG are taken into account (primarily securities, cash and perpetual bonds)

The adjusted EBITDA 2023 of all operating companies in which CHAPTERS Group AG holds a majority interest as of December 31, 2023, amounts to around Euro 24.5 million. The proportion of this attributable to CHAPTERS Group AG is around Euro 15.0 million.

The financial debt at the level of the group companies as of December 31, 2023, amounts to around Euro 33 million, and the shareholder loans provided by CHAPTERS Group AG to around Euro 84.4 million.

The amount invested in minority interests was around Euro 15.5 million as of December 31, 2023. Liquid funds, including the securities portfolio at CHAPTERS Group AG level, amounted to around Euro 40 million as of December 31, 2023. The outstanding amount of the perpetual bond is around Euro 22 million.

For the parent company financial statements according to HGB for the 2023 fiscal year, the Management Board expects a result of around Euro 2.5 million before considering the results from the securities portfolio managed by the company and provisions for stock-based compensation (2022: Euro 0.2 million).

The realized loss from securities amounts to approx. Euro 3.2 million (previous year income of Euro 1.2 million). This is offset by release of previous years’ depreciation on securities of Euro 4.1 million so that a net income from the securities portfolio of Euro 0.9 million is expected (previous year net loss of 5.3 million). Taking into account the accounting loss resulting from the bond re-issuance and provisions for stock-based compensation, net income is expected to amount to 1.7 million (previous year net loss of 5.2 million). The balance sheet total is expected to be around Euro 163 million (previous year Euro 125 million), and equity under commercial law around Euro 137 million (previous year: Euro 100 million).

The company expects to publish its consolidated and separate financial statements in May 2023. 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.

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

On January 11, 2024, the company’s Supervisory Board unanimously extended the contract of CFO Marlene Carl until December 31, 2028.

Supervisory Board Chairman Dr. Mathias Saggau commented:

“Marlene has played a decisive role in shaping the professionalization and further development of the group in recent years. We are delighted that she will remain on board for the next five years and help shape our development.”

Marlene Carl adds:

“Being able to drive the company’s development as part of a great team has been a pleasure. I would like to thank the Supervisory Board for their great trust and look forward to the next chapters.”

By resolution dated January 25, 2024, the Supervisory Board agreed to Jan-Hendrik Mohr’s request to take a leave of absence from his employment contract in February 2024 to allow him to take parental leave. Jan-Hendrik Mohr will be relieved as a member of the company’s Management Board with effect from February 1, 2024 and reappointed simultaneously with effect from March 1, 2024. This procedure has been provided for by law since 2021 in order to enable family leave for board members as well. In the meantime, Marlene Carl represents the company individually; from March 1, 2024, the company will again be represented jointly by two Management Board members.

Marlene Carl and Jan-Hendrik Mohr explain jointly:

“We have been working closely together as a Management Board team since 2021 and regularly represent each other. We are pleased that our structure and processes allow for such an important time for one member of the Management Board.”

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

As announced in the ad-hoc release of January 25, 2024, the Management Board (with the approval of the Supervisory Board) of CHAPTERS Group AG (ISIN: DE0006618309) resolved a capital increase against contribution in kind from authorized capital with the exclusion of subscription rights by issuing new shares in the amount of approx. 7.7% of the share capital.

An amount of 587,911 in new shares will be issued to the management team of Fintiba GmbH. In December 2023, CHAPTERS Group AG acquired an additional 15.1% of the shares held by the management team in Fintiba GmbH resulting in an overall ownership of 55% in the company. The consideration was partially paid in cash with the remainder being deferred as a seller loan which will now be contributed in kind.

CEO Jan Mohr: “We have been a shareholder of Fintiba GmbH since May 2021. The company has demonstrated impressive growth over the past three years and we are very excited that we were able to increase our share once again from 39.9% to now 55%. The management team of Fintiba has done an outstanding job in developing the company and we are looking forward to accompanying the growth over the next decades. We are very happy that the management team decided to contribute the seller loan in kind against CHAPTERS Group shares to participate in the long-term value creation at Fintiba and CHAPTERS Group.”

In addition, an amount of 810,602 in new shares will be issued against a contribution of shares in Software Circle plc by several existing shareholders of Software Circle plc.

Jan Mohr adds “As chairman of the board at Software Circle plc, I have accompanied the evolution of Software Circle plc into a serial acquirer of great vertical market software businesses over the past years. The team has truly transformed the company and is building a home for these businesses in the UK and Ireland. With a recent capital increase and a well-filled pipeline of additional acquisition targets, Software Circle is poised to accelerate its ambitions. CHAPTERS Group has been a minority shareholder since last year and we are very excited to increase our stake to c. 29.9% and become the largest shareholder. Software Circle plc is a fantastic addition to our existing platforms and helps us to execute on our ambition to become the best home for mission critical businesses in Europe.”

The shares in Software Circle plc have been valued at GPB 0.138 per share, in line with the current stock price.

The new shares by CHAPTERS Group AG will be issued for a price of EUR 17.61 per share, in line with the most recent capital increase placed in December 2023.

The capital increase against contribution in kind will be published in the German “Bundesanzeiger” within the next days. Registration of the new shares is expected for beginning of March 2024.

Capital Increase against contribution in kind from Authorized Capital resolved

Ad-Hoc

April 25, 2024

Backstop-Agreement concluded with a group of institutional investors

Today, CHAPTERS Group AG signed a binding Backstop-Agreement with a group of leading family offices. The agreement secured funding commitments for EUR 52m. The company intends to carry out a capital increase with rights issue from authorized capital with a total amount of EUR 60m – 80m and an issue price of EUR 24.70 per share later this year. The binding agreement ensures the placement of unsubscribed new shares.

The company intends to decide on the scope and conditions of the capital increase separately within the next months.

Backstop-Agreement concluded with a group of institutional investors

January 25, 2024

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 1,398,513 new shares against contributions in kind and making partial use of EUR 1,398,513.00 of the existing authorized capital of EUR 6,383,374.00.

The contribution in kind against 587,911 new shares relates to a loan receivable in connection with the acquisition of shares in Fintiba GmbH in December 2023, the purchase price was partly paid in cash and partly deferred as a seller loan. In addition, an amount of 810,602 new shares will be issued against a contribution of shares in Software Circle plc (ISIN: GB0009638130) by several existing shareholders of Software Circle plc.

The new shares by CHAPTERS Group AG will be issued for a price of EUR 17.61 per share, in line with the most recent capital increase placed in December 2023. The capital increase is expected to be registered in the commercial register at the beginning of March 2024, approx. four weeks after the announcement.

Capital Increase against contribution in kind from Authorized Capital resolved

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