Growth spurt for Lloyd Fonds AG with SPSW Capital GmbH
- Acquisition of 90 % of the shares in SPSW Capital GmbH an important step for Lloyd Fonds AG, resulting in growth of over EUR 1 billion in assets under management in 2019/20
- Approval of at least 75 % of the share capital represented at the company’s 2019 annual general meeting required for the combined cash/non-cash capital contribution
- Achim Plate new CEO of Lloyd Fonds AG upon the transaction being closed
- Broad-based sales launch for four new retail funds from May 2, 2019
- Annual financial statements 2018 adopted; results in line with forecast
Hamburg, April 25, 2019.
Further important step for growth in assets under management to over EUR 1 billion in 2019/20
The Management Board and the Supervisory Board of Lloyd Fonds AG (Deutsche Börse Scale, ISIN DE000A12UP29) have adopted important steps for the further implementation of Strategy 2019+. Subject to the approval of the shareholders at the annual general meeting of Lloyd Fonds AG on June 12, 2019 and the successful implementation of the resolutions that have been passed, Lloyd Fonds AG will be acquiring 90% of the shares in SPSW Capital GmbH (www.spsw-capital.com). In addition, a consolidation with SPSW Capital GmbH is targeted from January 1, 2020. The contract will be notarized today.
SPSW Capital GmbH was founded at the end of 2010 as SPS Investments GmbH by Robert Suckel, Achim Plate and Henning Soltau. In January 2015 Markus Wedel joined the investment company as a further executive indirect shareholder.
SPSW Capital GmbH manages two retail funds, the mixed funds SPSW – WHC Global Discovery (launched in October 2010) and SPSW – Global Multi Asset Selection (launched in October 2013), as well as a special fund for asset management, SPSW – Active Value Selection (launched in February 2011), with total assets under management of just under EUR 650 million.
“With this transaction we are giving the newly positioned Lloyd Fonds AG a strong boost. We are consequently pursuing our Strategy 2019+ as presented at the 2018 annual general meeting. Together with SPSW Capital GmbH, we expect to have assets under management of over EUR 1 billion after the completion of the acquisition of Lange Asset und Consulting GmbH as well as our own LF-Line funds and LF-System accounts. Both companies are pursuing the “Active. More. Value” investment philosophy and thereby complement each other strategically. Together, we expect to leverage strong further potential for growth”, explains Klaus M. Pinter, Chief Financial Officer (CFO).
SPSW Capital GmbH enjoys an excellent reputation in the industry. Thus, it has been consistently named since 2015 as one of the top asset managers in Germany by business magazine “WirtschaftsWoche”. The funds also receive excellent ratings from Morningstar and Feri. Looking forward, the SPSW portfolio managers will continue to manage the three funds and thus ensure continuity. As Markus Wedel and Robert Suckel, the executive indirect shareholders of SPSW Capital GmbH, comment: “We look forward to the expertise and experience of our new colleagues at Lloyd Fonds AG and the opportunities offered by the digital asset platform. In addition to focusing on sustainable performance and the continued growth of our funds, we will be able to significantly enhance service excellence for our investors”.
Michael Schmidt, Chief Investment Officer (CIO) of Lloyds Fonds AG, adds: “The focused, value-oriented and active management approach taken by the SPSW funds is an ideal fit for the equally active investment process applied to our LF-Line retail funds, which focuses on the selection of individual securities. With the SPSW funds, which already boast a highly successful track record spanning several years, we are expanding our fund offering perfectly. This will allow us to unlock added value compared with passive investment approaches across a wide range of risk-return profiles.”
Subject to the market conditions, the Management Board and Supervisory Board of Lloyd Fonds AG have also decided to issue a convertible bond with a total nominal of up to EUR 6.5 million and a term of three years excluding subscription rights.
Approval of at least 75 % of the company’s share capital represented at the 2019 annual general meeting required
The contribution of 90 % of the shares in SPSW Capital GmbH will take the form of a combined cash/non-cash capital contribution in return for the issue of 1.5 million new shares in Lloyd Fonds AG at a price of EUR 6.00 per share, an additional cash payment and a profit adjustment for 2019. In addition, mutual option rights are being granted for the remaining 10 % of the shares, which may be exercised after four years at the earliest. The sum of all purchase price components depends, among other things, on the growth in assets under management and the performance of the three SPSW funds. The purchase price will be paid in cash over seven years. The total amount expected is a total purchase price in shares and cash in the mid double-digit million range.
In order to adequately involve the shareholders in this transaction, which is of crucial importance for the company, the existing authorized capital will deliberately not be used. However, the plans will be put to a vote at the annual general meeting on June 12, 2019 and will require the approval of at least 75 % of the share capital represented at the annual general meeting.
The cash capital increase is intended to give the free float shareholders the opportunity of avoiding any dilution of their shares in the Company (through the non-cash capital increase subject to the exclusion of subscription rights). Lloyd Fonds AG will issue up to a further 1.5 million new shares against cash contributions. The issue price of the new shares will be set at a minimum of the stock market price and limited to a maximum of EUR 6.00, which corresponds to the issue price of the shares issued on a non-cash basis in return for the contribution of SPSW Capital GmbH to Lloyd Fonds AG.
With this cash capital increase, the shareholders of SPSW Capital GmbH will waive the exercise of their subscription rights. A corresponding waiver is to be agreed with the largest single shareholder DEWB Effecten GmbH, a subsidiary of Deutsche Effecten- und Wechsel-Beteiligungsgesellschaft AG, Jena, as well as the funds managed by SPSW Capital GmbH and other shareholders, until Lloyd Fonds AG’s 2019 annual general meeting. This will enable the remaining shareholders to maintain their proportionate interest in the Company by subscribing to new shares, thus avoiding a dilution of their holdings.
Consequently, the shareholders present at the annual general meeting held on 12 June 2019 collectively holding at least 75 % of the Company’s share capital must approve items 11 (resolution to increase the Company’s share capital against contributions in cash) and 12 (resolution to increase the Company’s share capital against non-cash contributions subject to the exclusion of the shareholders’ subscription rights) of the agenda.
In addition, further steps in the implementation of the transaction are necessary to protect the interests of the shareholders:
- Opinion on the value of the non-cash contribution (i.e. 90 % of the shares in SPSW Capital GmbH) by an independent expert appointed by the court;
- Owner control proceedings by BaFin to review the majority takeover of SPSW Capital GmbH by Lloyd Fonds AG;
- Issuing prospectus approved by BaFin as a prerequisite for executing the cash capital increase;
- Successful placement of the cash capital increase.
Assuming that all conditions are met, the transaction is expected to be closed in the second half of 2019 at the earliest upon the contribution of 90 % of the shares of SPSW Capital GmbH.
In addition, the shareholders will be asked to approve an increase in the size of the Supervisory Board from four to five members at the annual general meeting. The candidate proposed for election as the fifth member of the Supervisory Board is Oliver Heine, attorney at law and partner at the law firm Heine und Partner GbR as well as a member of the Supervisory Board of Axel Springer SE.
In order to emphasize the Company’s realignment and repositioning as well as its broader footprint, the Management Board and the Supervisory Board will also be asking the shareholders to pass a resolution to change Lloyd Fonds AG’s name to Lloyd Capital AG. Subject to the approval of the shareholders at the annual general meeting and the expert assessment of the trademark risks arising from the change of name, the new name will form the common umbrella for the three pillars of the business model, under which only the retail funds will continue to bear the “Lloyd Fonds” name.
Achim Plate new CEO of Lloyd Fonds AG upon the transaction being closed
Achim Plate, previously Chairman of the Supervisory Board, will be resigning from this position upon completion of the transaction. Thereupon, the Supervisory Board will appoint Mr. Plate as a member of the Management Board and as CEO. The appointment to the Management Board will be for a period of four years.
The company will thus be gaining for its future management the executive indirect shareholder of SPSW Capital GmbH and experienced entrepreneur Achim Plate, the founder of a real estate company and long-standing CEO of the S-DAX company D+S Europe AG. In this function, Plate will also play a significant role in the development of Lloyd Fonds AG’s Strategy 2019+ and contribute his many years of capital market expertise. As CEO, he will also be responsible for the second pillar of the new business model, LF-System. He is also to assume responsibility for the Lloyd Fond Foundation, which the Management Board plans to establish this year and which will play a key role in shaping the company’s sustainability commitment.
Together with the existing managing directors of SPSW Capital GmbH, Henning Soltau, Robert Suckel and Markus Wedel, he will also continue to be jointly responsible for the management of the SPSW funds and thus ensure investors of a high degree of continuity.
Broad-based sales launch for LF-Line from May 2, 2019
As of 1 April 2019, Lloyd Fonds AG has been offering four new retail funds*: two equity funds, one mixed fund and one bond fund: Lloyd Fonds – European Hidden Champions, Lloyd Fonds – European Quality & Growth, Lloyd Fonds – Best of two Worlds, Lloyd Fonds – Special Yield Opportunities. Universal-Investment-Gesellschaft mbH is the capital management company for the four investment funds. To date, seed investors have already invested around € 40 million in these four funds. The broad-based sales launch of the retail funds will be on May 2, 2019. On the day, Lloyd Fonds AG will also be presenting a new image and a new digital face to the market.
Jochen Sturtzkopf, Chief Sales Officer (CSO), explains: “The gratifying inflow of funds from our seed investors testifies to the strong interest shown by professional investors in our active investment approach. Thanks to our personal presence both physically and via our new website, our customers as well as our sales and business partners will experience service excellence from May 2, 2019.”
Annual financial statements 2018 adopted; results in line with forecast
Adopted on April 25, 2019, the annual financial statements for 2018 show earnings before taxes of around EUR -1.5 million, i.e. in line with the earnings forecast communicated in August 2018. Total revenues and net finance income rose by 6.9 % year-on-year from EUR 8.2 million (2017) to EUR 8.7 million (2018). The Company’s equity ratio widened from 70.1 % (2017) to 70.5 % (2018), with free cash and cash equivalents climbing from EUR 10.0 million (2017) to EUR 13.9 million (2018).
The Company’s market capitalization increased from EUR 20.97 million (December 31, 2017) to EUR 47.34 million (December 31, 2018).