NEWS
Corporate News
September 07, 2023
Management buy-out of the property services group of NGC Nachfolgekapital GmbH
Today, CHAPTERS Group AG announces the successful spin-off by means of a 100% management buy-out of ARUDI GmbH (“ARUDI”) and its operating subsidiaries gelford GmbH Gebäudereinigung und Dienstleistungen, Diamant Gebäudereinigungsdienst GmbH, Calmund & Riemer GmbH, and Bastex Schädlingsbekämpfung & Hygienetechnik GmbH, from its subsidiary NGC Nachfolgekapital GmbH.
ARUDI will continue to be led by the NGC Nachfolgekapital management team and its current operational directors. The management teams of all four operational companies in the fields of building services, cleaning, winter services, facility management, and pest control will also remain unchanged.
The group will continue to offer solutions for the entrepreneurial succession of family businesses in the service sector, specializing in “Everything around the property” and plans to continue the inorganic growth path of the past years. The spin-off ensures a stronger focus and a targeted strategic orientation towards the specific requirements of this labor-intensive service industry.
CHAPTERS Group AG played a crucial role and actively supported the rapid growth of ARUDI during its founding years. “The spin-off of ARUDI GmbH is a logical step in our growth strategy for companies” said Jan-Hendrik Mohr, CEO of CHAPTERS Group AG. “We are very pleased with the progress that the ARUDI group has shown since its inception. We are also proud to enable the spin-off together with the management team of NGC Nachfolgekapital, which has guided ARUDI’s success to date. For CHAPTERS Group AG, this step allows us to concentrate our resources and expertise more on the growth within other industries that require less labor-intensive operations.”
The ARUDI Group of companies and its 580 employees achieved combined revenues of c. EUR 16m in 2022 and an operating EBTIDA (adj.) of c. EUR 3m in 2022. Hereof, an amount of c. EUR 8m and 1.7m respectively was included in the consolidated accounts of CHAPTERS Group AG for 2022. With the spin-off, CHAPTERS Group AG realizes a positive effect on its Base Value as calculated per 31.12.2022 of c. EUR 0.07 per share.
The transaction is expected to close in Q3 2023.
August 01, 2023
Officially Starting the Next CHAPTER
Last week, the commercial register in Hamburg registered the renaming of the company to CHAPTERS Group AG as approved by the shareholders at our AGM in June 2023. Today, our new website www.chaptersgroup.com went live.
We chose this name to express our conviction that we will embark on several new and successful chapters in the years ahead.
To accelerate our ambition to grow the group of companies, we added a fifth platform to the group. CHAPTERS Group AG founded mlog capital SAS together with the management of the platform who owns 20%. mlog aims to acquire software companies in niche markets in France.
CEO Jan Mohr: “Our existing platforms have done a great job in the last few months. Per end of July, 32 operating companies belong to the group. We are excited to continue the growth within our existing platforms and start an additional “chapitre” with mlog. mlog has a promising pipeline of acquisition targets and we look forward to expanding our activities to France”.
May 26, 2023
Expansion of Capital Base to Accelerate Growth
As announced in the ad-hoc release of May 26, 2023, MEDIQON Group AG has successfully completed a share capital increase and a bond placing of the 2020 perpetual bond.
Both transactions will raise circa EUR 16 million in additional funds for the Group. These proceeds will be invested to further accelerate the Group’s growth. Furthermore, the company intents to make repurchase offers for the entire outstanding amounts of the 2020 perpetual bond within two years financed from existing cash or, alternatively, by issuing shares at a price of at least EUR 18.00 per share.
Jan-Hendrik Mohr, CEO of MEDIQON Group AG commented:
“The platform companies of MEDIQON Group AG are growing in 2023 as well. Today, we are happy to announce the raising of additional funds to put our growth on a solid footing. We would like to thank our teams for the excellent and our shareholders and bondholders for the great trust in our work.“
May 24, 2023
2022 Annual Report – Strong Operating Performance and Continued Success with Acquisitions – Renaming and New Board Director Proposed at AGM to Embark on Next Chapter of Growth
Last week, the company published its 2022 annual report. With 26 operating companies at year end, the group achieved EUR 67.1m of revenue in 2022 and EUR 16.8m of EBITDA in 2022, which is an increase of 64% and 38%, respectively, from the prior year.
While results were mainly driven by the successful acquisition activities of the company’s platform groups, like-for-like EBITDA growth in 2022 was also strong at +6.6%. We expect acquisitive and organic growth to continue in 2023.
Five years ago, the company embarked on a new chapter when the original “Medical Columbus” business of the group was sold and the proceeds were used to kick-start the current holding company structure. Over time, we evolved immensely, having attracted exceptional talent, quality business owners and a set of world class shareholders to join our effort. This has resulted in the rapid expansion of both our vision and ambitions.
Looking forward, the board is proposing a renaming of the company to CHAPTERS GROUP AG. We chose that name to express our conviction that we will embark on several new and successful chapters of the company in the years ahead.
To help us shape this next phase of our development, the company is seeking to add a talented and experienced investor and company builder to our supervisory board. Given his breadth of experience and talent, the company has asked Paul Buser to consider a nomination to join our supervisory board as a non-executive director. Paul is the co-founder and co-CEO of Sator Grove Holdings, one of our long-time shareholders. Paul has multiple decades of experience including as an investor, board member and executive. The company is pleased to propose his election at the upcoming AGM.
“It’s an honor to be considered for the Supervisory Board at MEDIQON Group AG,” said Paul. “We have known and admired this team since its transformation from Medical Columbus and today serve as the company’s largest shareholder. The new ‘CHAPTERS GROUP’ is poised to accelerate its ambitions and seek to become the premier home for outstanding businesses and entrepreneurial talent across Europe. The structure that the management team has put in place should provide the opportunity to achieve this bold vision. I’m confident that top-tier talent will continue to be attracted to the CHAPTERS ecosystem – and the shareholder base consisting of long-term oriented world-class operators and investors will provide additional support to help us imagine and achieve the art of what’s possible. We stand ready to assist in any way to advance the mission of the company.”
If approved, Paul would take over from Lars Ahns who offered his board seat to allow Paul to join. Lars has been a board member for nine years. During his leadership, the company transformed to its current form and his governance ensured an orderly and thoughtful reorganization of the group.
Mathias Saggau, Chairman of the Supervisory Board, added, “I want to thank Lars for his great service over the last years. He has been a great supporter and advisor to our management team and we will miss his contributions. We are excited that Paul agreed to stand for election at the next AGM. The guidance and network that Paul and his team at Sator Grove have provided over the past years as shareholders have had a tremendous positive impact. We are looking forward to working together closely.”
“It’s bittersweet leaving the business at this juncture given the tremendous progress we’ve made and the fulfilling nature of working alongside the team,” said Lars Ahns. “I will remain closely connected to the company as a shareholder and wish Paul and the company all the best in the coming years ahead.”
Our shareholders will have the chance to vote on both the proposed name change and Paul Buser’s appointment at the upcoming AGM on June, 29th, 2023
This year’s AGM will take place in Hamburg and we also propose to move our legal seat to Hamburg as that’s where our management head office has been located since 2020. The invite to the event can be downloaded via the website of the company: Hauptversammlung – MEDIQON group AG (mediqon-group.de)
After the AGM, we are holding an Investor Event in English. Details on the event will be published on our website shortly. Please sign up via ir@mediqon-group.de.
May 17, 2023
Annual Report for the 2022 financial year published
Today, MEDIQON Group AG published its Annual Report for the 2022 financial year.
The entire Annual Report 2022 is available at the following Website:
April 14, 2023
Group growth continued again in the 2022 financial year and a successful start to the 2023 financial year
In the 2022 fiscal year, the growth of the group continued again. The platforms belonging to the group have acquired majority stakes in eight additional operating companies. At the end of 2022, the group encompassed a total of 26 operating companies, two of which were minority holdings.
Furthermore, the company’s equity base doubled in the 2022 fiscal year at the level of the AG with two capital increases (in April and December) and the foundation for further growth was laid. The number of shares outstanding as of December 31, 2022, is 16,066,600.
The Base value as of December 31, 2022, is around EUR 6.50 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 MEDIQON Group AG – less the relevant company’s net debt – is taken into account. In addition, parent company assets and liabilities of MEDIQON Group AG are taken into account (primarily securities, cash and perpetual bonds)
The adjusted EBITDA 2022 of all operating companies in which MEDIQON Group AG holds a majority interest as of December 31, 2022, amounts to around EUR 15.0 million. The proportion of this attributable to MEDIQON Group AG is around EUR 11.1 million. The net financial debt at the level of the group companies as of December 31, 2022, amounts to around EUR 33.9 million, and the shareholder loans provided by MEDIQON Group AG to around EUR 42.4 million.
The amount invested in minority interests was around EUR 9.6 million as of December 31, 2022. Liquid funds, including the securities portfolio at MEDIQON Group AG level, amounted to around EUR 54.4 million as of December 31, 2022. The outstanding amount of the perpetual bond (net of the own shares in the bond held by the AG) is around EUR 10.2 million.
For the parent company financial statements according to HGB for the 2022 fiscal year, the Management Board expects a result of around EUR 0.2 million before considering the results from the securities portfolio managed by the company (previous year EUR -0.2 million). The realized income from securities amounts to approx. EUR 1.2 million (previous year: EUR 2.5 million). This is offset by depreciation on securities of EUR 6.5 million (previous year EUR 0.2 million) so that a net loss for the year of around EUR 5.1 million is expected (previous year net income for the year of EUR 2.1 million). The balance sheet total is expected to be around EUR 125 million (previous year: EUR 73 million), and equity under commercial law around EUR 100 million (previous year: EUR 48 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.
Successful start to the 2023 financial year
In the first few months of the current fiscal year, three additional operating companies were added to the group. As of mid-April 2023, a total of 29 operating companies belong to the group, two of which are minority interests.
The adjusted EBITDA 2022 of all operating associated companies in which MEDIQON Group AG holds a majority interest as of April 14, 2023, amounts to around EUR 18.0 million. The proportion of this attributable to MEDIQON Group AG is around EUR 13.5 million. The net financial debt at the level of the group companies amounts to around EUR 47.7 million. The shareholder loans provided by MEDIQON Group AG amount to around EUR 54 million.
The amount invested in minority interests was around EUR 21.6 million as of April 14, 2023. Liquid funds, including the securities portfolio at MEDIQON Group AG level, amounted to around EUR 29.9 million as of April 14, 2023. The outstanding amount of the perpetual bond (adjusted for the shares held by the AG itself) is around EUR 10.5 million.
CEO Jan-Hendrik Mohr comments:
“After a successful 2022, we thank the entire team for the dynamic start to the new fiscal year! As of mid-April, the adjusted Group EBITDA has already increased by more than 20%. This development is driven by brisk acquisition activity from our platforms as we welcome three more companies to our group.”
February 16, 2023
Executive Board contract of Jan-Hendrik Mohr extended
Yesterday, the company’s Supervisory Board unanimously extended the contract of CEO Jan-Hendrik Mohr until December 31, 2027.
Supervisory Board Chairman Dr. Mathias Saggau commented:
“We are happy that Jan wants to continue to drive the growth of MEDIQON Group AG and committed to lead the next chapter of our development. This ensures continuity in the management of the Group for a long time to come.”
Jan-Hendrik Mohr:
“I’m grateful for the great trust placed in me and I look forward to shape the future of MEDIQON Group AG in the next years as part of a great team!”
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
2021
Only available in German
2020
Only available in German
Archive
Only available in German
Ad-Hoc
September 07, 2023
Management buy-out of the property services group of NGC Nachfolgekapital GmbH
Today, NGC Nachfolgekapital GmbH, a 80% subsidiary of CHAPTERS Group AG, entered into an agreement to spin-off ARUDI GmbH (“ARUDI”) and its operating subsidiaries gelford GmbH Gebäudereinigung und Dienstleistungen, Diamant Gebäudereinigungsdienst GmbH, Calmund & Riemer GmbH, and Bastex Schädlingsbekämpfung & Hygienetechnik GmbH, from its subsidiary NGC Nachfolgekapital GmbH by means of a 100% management buy-out.
The ARUDI Group of companies and its 580 employees achieved combined revenues of c. EUR 16m in 2022 and an operating EBTIDA (adj.) of c. EUR 3m in 2022. Hereof, an amount of c. EUR 8m and 1.7m respectively was included in the consolidated accounts of CHAPTERS Group AG for 2022. With the spin-off, CHAPTERS Group AG realizes a positive effect on its Base Value as calculated per 31.12.2022 of c. EUR 0.07 per share.
The transaction is expected to close in Q3 2023.
May 26, 2023
Successful Completion of Private Placement of the Capital Increase from Authorized Capital Resolved on Mai 25, 2023
The private placement of the capital increase resolved on May 25, 2023, excluding subscription rights by issuing new shares was successfully completed today in full of 432,666 new shares. The subscription price was EUR 14.60 per new share, resulting in gross proceeds from the capital increase of approximately EUR 6.3 million.
Subject to the registration of the implementation of the capital increase in the commercial register, the share capital will increase from EUR 16,066,600.00 to EUR 16,499,266.00.
May 26, 2023
Capital Increase from Authorized Capital Resolved and placement of the 2020 perpetual bond resolved, as well as commitment to repurchase the 2020 bond
The Management Board of MEDIQON Group AG (ISIN: DE0006618309) today resolved, with the approval of the Supervisory Board, to carry out a capital increase with the exclusion of subscription rights by issuing new shares against cash contributions using part of the authorized capital (up to EUR 432,666.00). The new ordinary bearer shares (no-par value shares) will be offered exclusively to selected professional investors in a private placement. The issue price was set at EUR 14.60 per new share.
In addition, the Management Board of MEDIQON Group AG today resolved, with the approval of the Supervisory Board, the placement of bearer bonds held by the Company itself from the 2020 bond issue (ISIN: DE000A254TL0) in the nominal amount of EUR 12.5 million. The bearer bonds will be placed in a private placement at an issue price of 77.2% of the nominal value.
In total, the Company plans to record a cash inflow of approximately EUR 16 million.
MEDIQON Group AG has also committed to an anchor investor of the bond to conduct one or more public cash buyback offers with respect to up to all bearer bonds from the 2020 bond (ISIN: DE000A254TL0) within the next two years, provided the Company has excess liquidity available for the buyback. Furthermore, the Company intends to make a repurchase offer in shares at an issue price of at least EUR 18.00 per share for all bearer bonds for which no cash repurchase offer has been made within two years.
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
2021
Only available in German
2020
Only available in German
Archive
Only available in German
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