Equity Capital Markets Transactions

Yellow Cake is a London-listed company that offers pure exposure to the uranium spot price. This is achieved through its strategy of buying and holding physical uranium in storage in North America. It may also seek to add value through the acquisition of uranium royalties and streams.

Company: Yellow Cake Plc

Ticker: YCA LN

Country: United Kingdom

Sector: Natural Resources (Uranium)

Listing: London Stock Exchange (AIM)

Market Cap pre Transaction: c. GBP 1.2bn

Offering: c. USD 175m / c. GBP 130m

Offer price: 564 pence

Use of proceeds: To fund the purchase of up to USD 100m worth of U308 uranium from Kazatomprom, fully utilising the Company’s purchase option for calendar year 2025 at a price of US$75.08/lb, as well as general corporate use and working capital. Additional proceeds from the upsize are intended to be used to fund opportunistic and strategic purchases of further U3O8.

Berenberg Role: Co-Manager

Syndicate: Bookrunner: Canaccord Genuity; Co-Managers: Berenberg & Panmure Liberum

Timing:

• Launch date: 24 September 2025
• Trade date: 24 September 2025 (Pricing & Allocation)
• Expected Settlement: 29 September 2025 (T+3)

Exail Technologies is a vertically integrated high-tech company specialising in autonomous maritime robotics and navigation systems.

Ticker: EXA FP

Country: France

Sector: Defence

Listing: Euronext Paris

Offer type: Undated Unsubordinated Unsecured Bonds redeemable into new shares and/or exchangeable for existing shares (ODIRNANE)

Conversion premium range: 25.0% - 30.0%

Coupon range: 4.00% - 4.50%, priced at 4.00%

Issue Price: 100% of the principal amount

Final pricing terms: 4.00% coupon, 25% conversion premium

Use of Proceeds: Strengthen Exail Technologies’ equity base in order to increase its financial flexibility, particularly with a view to the future refinancing of the acquisition of iXblue completed in 2022

Berenberg Role: Co-Lead Manager

Syndicate: Joint Global Coordinators & Joint Bookrunners: BNP Paribas, Natixis; Joint Bookrunner: CACIB; Co-Lead Manager: Berenberg

Timing:

• Launch: 23 September 2025
• Pricing and allocation: 24 September 2025
• Settlement (T+5): 01 October 2025

Exail Technologies is a vertically integrated high-tech company specialising in autonomous maritime robotics and navigation systems.

Ticker: EXA FP

Country: France

Sector: Defence

Listing: Euronext Paris

Market Cap pre transaction: c. EUR 1.6bn

Offer structure: 100% existing shares (c.503k shares); Private Placement to institutional investors by way of ABB in connection with the company’s in parallel announced convertible offering

Selling Counterparties: Subscribers of the Bonds who wish to sell Exail Technologies shares in short sales in order to hedge the market risk of an investment in the Bonds. Neither Exail Technologies nor Gorgé S.A. will receive any proceeds from the concurrent Delta Placing

Offer price: EUR 85.00

Offering: EUR c. 43m

Berenberg Role: Joint Bookrunner

Syndicate: Joint Global Coordinators & Joint Bookrunners: BNP Paribas, Natixis; Joint Bookrunners: Berenberg, CACIB

Timing:

• Start of ABB: 23 September 2025
• Pricing and allocation: 24 September 2025
• Settlement (T+5): 01 October 2025

EnergyVision

EnergyVision is a leading Belgian cleantech company, offering renewable energy solutions via solar PV installations and EV charging solutions to its customers. Founded in 2014, EnergyVision has the broad aim of creating a smart, flexible and decentralized consumer-focused energy grid powered by technical innovation.

Ticker: ENRGY BB

Country: Belgium

Sector: CleanTech

Listing: Euronext Brussels

Market Cap at listing: c. EUR 575m

Offer structure:

• Total: 4,560,000 shares (c. EUR 43.3m)

• Primary Base: 4,450,000 shares (c. EUR 42.3m)

• Greenshoe (primary): 110,000 shares (EUR 1.0m)

Final Offer Price: EUR 9.50 per share

Initial Price Range: EUR 9.50 – 11.50 per share

Berenberg Role: Joint Bookrunner

Syndicate: Joint Global Coordinator: KBC; Joint Bookrunners: Berenberg, Degroof Petercam

Timing:

• ITF: 19 June 2025
• Investor education: 19 June – 26 June 2025
• Bookbuilding: 27 June – 08 July 2025
• First Day of Trading: 09 July 2025
• Settlement & Delivery: 10 July 2025

Hacksaw is a technology-first RGS (Remote Gaming Server) platform and game supplier for iGaming operator globally.

Ticker: HACK SS

Country: Sweden

Sector: TMT

Listing: Nasdaq Stockholm (Main Market)

Offer Structure:

• Total: 50,000,000 shares (c. EUR 352m / c. SEK 3,850m)
• Secondary Base: 43,478,293 shares (c. EUR 306m / c. SEK 3,348m)
• Greenshoe (secondary): 6,521,707 shares (c. EUR 46m / c. SEK 502m)

Final Offer Price: SEK 77.00 per share

Initial Price Range: Fixed Price

Market Cap at IPO: c. EUR 2.0bn / c. SEK 22bn

Selling shareholders: Existing shareholders in the company including the founders

Berenberg Role: Joint Bookrunner

Syndicate: Citi, DNB Carnegie, Jefferies (Joint Global Coordinators & Joint Bookrunners), Berenberg (Joint Bookrunner)

Timing:

• ITF: 04 June 2025
• Investor Education: 04 June – 13 June 2025
• Bookbuilding: 17 June – 23 June 2025
• First Day of Trading: 25 June 2025

PORR is the second-largest construction company in Austria and one of the largest construction groups in Europe. It operates along the entire construction value chain, from project design and planning to construction, demolition and recycling.

Ticker: POS AV
Country: Austria
Sector: Construction
Listing: Vienna Stock Exchange (Prime Market)

Market Cap pre Transaction: c. EUR 1.1bn
Offer structure: Placement of 1,703,674 treasury shares (c. 4.34% of PORR's share capital)
Offer price: EUR 26.50 per share
Use of Proceeds: The proceeds will be used to further strengthen the Company’s capital structure as well as investments to capture the increased demand from infrastructure programmes in Germany, Poland and the CEE countries.

Berenberg Role: Joint Global Coordinator & Joint Bookrunner
Syndicate: Berenberg, Jefferies, and Raffeisen Bank International (Joint Global Coordinators and Joint Bookrunners)

Timing:

• Launch: 17 June 2025
• Pricing: 18 June 2025
• Settlement: 20 June 2025

Lottomatica is a products and services provider in the gaming industry, operating in online and retail betting.

Ticker: LTMC IM
Country: Italy
Sector: Gaming
Listing: Euronext Milan Stock Market

Market Cap pre Transaction: c. EUR 5.9bn
Selling Shareholder: Gamma Intermediate S.à r.l. (controlled by funds of Apollo)
Offer structure: Placement of 53,555,556 existing shares (c. 21.3% of Lottomatica’s share capital)
Offer price: EUR 22.50 per share

Berenberg Role: Joint Bookrunner
Syndicate: Barclays and Deutsche Bank (Lead Joint Global Coordinators and Joint Bookrunners), BNP Paribas, Goldman Sachs, J.P. Morgan, UniCredit (Joint Global Coordinators and Joint Bookrunners), Apollo Capital Solutions Europe, Berenberg, BTIG, Jefferies, and Morgan Stanley (Joint Bookrunners), Siebert (Co-Manager)

Timing:

• Launch: 16 June 2025
• Pricing: 17 June 2025
• Settlement: 19 June 2025

Theon is a provider of night vision technology and is one of the leading providers in man-portable devices such as night vision binoculars and monoculars. The company also has a presence in weapon sights, vehicle mounted systems and thermal imaging.

Ticker: THEON NL

Country: Cyprus

Sector: Defense

Listing: Euronext Amsterdam

Market Cap pre transaction: c. EUR 2.3bn

Offer structure: Placement of c.3.7m existing shares (EUR 116m) in an overnight accelerated bookbuilding on behalf of Venetus Limited

Offer Price: EUR 31.10 per share

Berenberg Role: Joint Global Coordinator and Joint Bookrunner

Syndicate: Joint Global Coordinators: Berenberg, UBS; Co-Bookrunner: Wood & Co; Co-Lead Manager: Pantelakis

Timing:

• Start of ABB: 03 June 2025
• Pricing and allocation: 04 June 2025
• Settlement (T+2): 06 June 2025

innoscripta is a German, founder-led business that offers a complete software platform for companies to successfully claim R&D tax credits and manage their R&D projects.

Ticker: 1INN GY

Country: Germany

Sector: Software

Listing: Frankfurt Stock Exchange (Scale)

Offer Structure:

• Total: 1,818,182 shares (c. EUR 218m)
• Secondary Base: 1,581,028 shares (c. 190m)
• Greenshoe (secondary): 237,154 shares (c. EUR 28m)

Final Offer Price: EUR 120.00 per share

Initial Price Range: EUR 110.00 – 140.00 per share

Market Cap at IPO: EUR 1.2bn

Selling shareholders: Michael Hohenester (Founder & CEO), Alexander Meyer (Co-CEO & CFO)

Berenberg Role: Sole Global Coordinator & Joint Bookrunner

Syndicate: Berenberg (Sole Global Coordinator & Joint Bookrunner), Hauck Aufhäuser, M.M.Warburg & CO (Joint Bookrunner)

Timing:

• ITF: 06 May 2025
• Investor Education: 06 May – 14 May 2025
• Bookbuilding: 16 May – 21 May 2025
• First Day of Trading: 23 May 2025

PFISTERER is a family-owned and independently operating global technology company developing, manufacturing, and selling products for the connection and insulation of electrical conductors for power grid interfaces.

Ticker: PFSE GY

Country: Germany

Sector: Industrials

Listing: Frankfurt Stock Exchange (Scale)

Offer Structure:

• Total: 6,967,378 shares (c. EUR 188m)
• Primary: 3,500,000 shares (c. EUR 95m)
• Secondary: 2,689,025 shares (c. 73m)
• Greenshoe (secondary): 778,353 shares (c. EUR 21m)

Final Offer Price: EUR 27.00 per share

Initial Price Range: EUR 25.00 – 29.00 per share

Market Cap at IPO: c. EUR 489m

Selling shareholders: Karl-Heinz Pfisterer (grandson of the founder), Anna Dorothee Stängel (niece of Mr. Pfisterer), members of the Management & Supervisory Board

Berenberg Role: Joint Global Coordinator & Joint Bookrunner

Syndicate: Berenberg, Commerzbank (Joint Global Coordinators & Joint Bookrunners), LBBW (Co-Global Coordinator & Joint Bookrunner), ICF Bank (Co-Manager)

Timing:

• ITF: 24 April 2025
• Investor Education: 24 April – 02 May 2025
• Bookbuilding: 06 May – 12 May 2025
• First Day of Trading: 14 May 2025

Lottomatica is a products and services provider in the gaming industry, operating in online and retail betting.

Ticker: LTMC IM
Country: Italy
Sector: Gaming
Listing: Euronext Milan Stock Market

Market Cap pre Transaction: c. EUR 5.18bn
Selling Shareholder: Gamma Intermediate S.à r.l. (controlled by funds of Apollo)
Offer structure: Placement of 26 million existing shares (c. 10.3% of Lottomatica’s share capital)
Offer price: EUR 19.10 per share

Berenberg Role: Joint Bookrunner
Syndicate: Barclays and Deutsche Bank (Lead Joint Global Coordinators and Joint Bookrunners), BNP Paribas, Goldman Sachs, J.P. Morgan, UniCredit (Joint Global Coordinators and Joint Bookrunners), Apollo Capital Solutions Europe, Berenberg, BTIG, Jefferies, and Morgan Stanley (Joint Bookrunners), Siebert (Co-Manager)

Timing:

• Launch: 8 May 2025
• Pricing: 9 May 2025

Pan African Resources Plc is an exploration company, which engages in mining and production of gold and precious metals. Listed on the AIM Market of the London Stock Exchange and the Johannesburg Stock Exchange in South Africa.

Ticker: PAF LN / PAN SJ

Country: United Kingdom / South Africa

Sector: Precious Metals

Listing: London Stock Exchange (AIM Market) / Johannesburg Stock Exchange

Transaction Type: Secondary Placing

Deal Size: GBP 23m

Market Cap pre Transaction: GBP 866m

Offer Structure: 58,772,314 Ordinary Shares

Selling shareholder: Tembo Capital

Issue Price: GBP 0.39 per share

Berenberg Role: Joint Global Coordinator / Joint Bookrunner

Timing:

• Launch: 18 March 2025
• Pricing: 19 March 2025
• Settlement: 21 March 2025

Theon is a provider of night vision technology and is one of the leading providers in man-portable devices such as night vision binoculars and monoculars. The company also has a presence in weapon sights, vehiclemounted systems and thermal imaging.

Ticker: THEON NL

Country: Cyprus

Sector: Defense

Listing: Euronext Amsterdam

Market Cap pre transaction: c. EUR 1.3bn

Offer structure: Placement of c.3.2m existing shares (c.EUR 56m) in an overnight accelerated bookbuilding on behalf of Venetus Limited

Offer Price: EUR 17.70 per share

Berenberg Role: Joint Global Coordinator and Joint Bookrunner

Syndicate: Joint Global Coordinators and Joint Bookrunners: Berenberg, UBS

Timing:

• Start of ABB: 11 March 2025
• Pricing and allocation: 12 March 2025
• Settlement (T+2): 14 March 2025

Lottomatica is a products and services provider in the gaming industry, operating in online and retail betting.

Ticker: LTMC IM
Country: Italy
Sector: Gaming
Listing: Euronext Milan Stock Market

Market Cap pre Transaction: c. EUR 4.15bn
Selling Shareholder: Gamma Intermediate S.à r.l. (controlled by funds of Apollo)
Offer structure: Placement of 26 million existing shares (c. 10.3% of Lottomatica’s share capital)
Offer price: EUR 15.60 per share

Berenberg Role: Joint Bookrunner
Syndicate: Barclays and Deutsche Bank (Joint Global Coordinators and Joint Bookrunners), as well as Apollo Capital Solutions Europe, Berenberg, BNP Paribas, BTIG, Goldman Sachs, Jefferies, J.P. Morgan, Morgan Stanley and UniCredit (Joint Bookrunners)

Timing:

• Launch: 5 March 2025
• Pricing: 6 March 2025

ME Group is an international market leader in automated self-service equipment aimed at the consumer market.

Ticker: MEGP LN

Country: United Kingdom

Sector: TMT / Business Services

Listing: London Stock Exchange (Main Market)

Transaction Type: Secondary Placing

Deal Size: GBP 53m

Market Cap pre Transaction: GBP 829m

Offer Structure: 26,500,000 Ordinary Shares

Selling shareholder: Montefiore Investment

Issue Price: GBP 2.00 per share

Role: Sole Bookrunner

Timing:

• Launch: 27 February 2025
• Pricing: 28 February 2025
• Settlement: 04 March 2025

Pinewood is a leading cloud based full-service technology provider to automotive retailers and OEMs.

Ticker: PINE LN

Country: United Kingdom

Sector: TMT

Listing: London Stock Exchange

Transaction Type: Capital Increase via Placing, Subscription and Retail Offer

Deal Size: c. GBP 36m

Market Cap pre Transaction: c. GBP 295m

Offer Structure: 11,325,031 new Ordinary Shares

Issue Price: GBP 3.15 per share

Use of Proceeds: Proceeds will be used to finance the cash component of the acquisition of the remainder of Seez with the balance to fund the continued execution of Pinewood’s growing pipeline of opportunities

Role: Joint Global Coordinator / Joint Bookrunner

Timing:

• Launch: 20 February 2025
• Pricing: 21 February 2025
• Settlement: 25 February 2025