Ashurst advises Noratis and ICF Bank on subscription rights capital increase with innovative placement structure

Ashurst advised Noratis AG (Noratis) and ICF Bank as issuing bank as transaction counsel on the structuring and implementation of a prospectus-free capital increase with subscription rights carried out on the basis of a securities information sheet (Wertpapierinformationsblatt). The capital increase was effected from the authorised capital of Noratis and generated gross issuing proceeds of approximately €16.9m. All offered shares were successfully placed. The shares newly issued in the transaction will be included without a prospectus in the stock exchange trading in the scale segment in the Frankfurt Stock Exchange as part of the current listing. Noratis plans to use the funds derived from the capital increase for further real estate acquisitions.

Ashurst structured the transaction as an offering exempt from the prospectus requirement by splitting the offered new shares into (i) a principal shareholders' tranche, where the subscription rights were assigned and the corresponding new shares were exclusively placed to qualified investors in the rump placement (relying on prospectus exemption pursuant to Article 1(4) (a)EU Prospectus Regulation), and (ii) a free float tranche, which was offered in a public offering below €8m (relying on prospectus exemption pursuant to Section 3 (2) German Securities Prospectus Act). By combining both prospectus exemptions, the capital increase of €16.9m could be implemented without a prospectus on the basis of a securities information sheet. This makes Noratis the first issuer from the Scale segment of the Frankfurt Stock Exchange to apply this transaction structure based on a securities information sheet.

The Ashurst team was led by partner Matthias von Oppen. He was assisted by senior associate Dr Valentin Pfisterer and associate Joanna Wilczynska-Gluch (all Capital Markets). Partner Dr Gerrit Clasen provided advice on corporate law (all Frankfurt). A team led by Matthias von Oppen had already advised Noratis on its initial public offering in the Scale segment of the Frankfurt Stock Exchange in 2018.

Noratis is a leading portfolio developer of residential properties in Germany. The company identifies and realises potentials for tenants, owner-occupiers and investors, thereby creating and preserving attractive and at the same time affordable living space throughout Germany. Noratis specialises in upgrading ageing residential portfolios, mostly company-owned apartments, residential areas or housing estates in cities with more than 10,000 inhabitants and in peripheral areas of conurbations. After a successful development, the properties remain in the portfolio or are sold in the medium term to investors and/or individually to existing tenants, capital investors and owner-occupiers. Noratis is listed in the Scale segment of the Frankfurt Stock Exchange.