Equity Capital Markets Transactions

Planisware is a French leading business-to-business (“B2B”) provider of Software-as-a-Service (“SaaS”) in the rapidly growing Project Economy market

Ticker: PLNW FP

Country: France

Sector: Software

Listing: Euronext Paris (Regulated Market)

Offer Structure:

• Total: 17,347,570 shares (up to c. EUR 277.6m)
• Secondary: 15,085,000 shares (c. EUR 241.4m)
• Greenshoe (secondary): 2,262,750 shares (up to EUR 36.2m)

Fixed Offer Price: EUR 16.00 per share

Market Cap at Listing: EUR c.1.1bn

Selling Shareholders: Ardian, founders, management as well as current and former employees

Berenberg Role: Joint Bookrunner

Syndicate: Joint Global Coordinators: BNP Paribas, Citi; Joint Bookrunners: Berenberg, Bank of America

Timing:

• Bookbuilding: 16th-17th April 2024
• First Day of Trading: 18th April 2024
• Settlement & Delivery: 22nd April 2024

Darktrace is an autonomous cybersecurity platform that uses artificial intelligence to 1) detect, 2) investigate and 3) respond to cyber-threats in real time.

Ticker: DARK LN

Country: United Kingdom

Sector: Technology

Listing: London Stock Exchange (Main market, Premium Segment)

Market Cap pre Transaction: c. GBP 3.2bn

Offer Structure: c. 19.4m secondary shares (c. GBP 82m/ 2.8% of share capital)

Issue Price: GBP 4.25 per share

Selling Shareholder: KKR (full exit by KKR’s NGT Fund 1) leaving KKR with a c. 7.3% holding overall following the transaction

Berenberg Role: Joint Global Coordinator and Joint Bookrunner

Timing:

Launch: 21 March 2024

Pricing: 22 March 2024

Settlement: 26 March 2024

Trustpilot Group

Trustpilot is a leading global review platform, which creates a place where businesses and consumers can gain actionable insights and collaborate.

Ticker: TRST LN

Country: United Kingdom

Sector: Technology

Listing: London Stock Exchange (Main market, Premium Segment)

Market Cap pre Transaction: c. GBP 870m

Offer Structure: 15,500,000 secondary shares (c. GBP 31m / representing approx. 3.7% of share capital)

Issue Price: GBP 2.00 per share

Selling Shareholder: Vitruvian Partners (reduced holding from c. 9.1% to c. 5.3% of the Company)

Berenberg Role: Sole Bookrunner

Timing:

• Launch: 19 March 2024
• Pricing: 20 March 2024
• Settlement: 22 March 2024

Omega Healthcare Investors is a triple-net, equity REIT that supports Skilled Nursing Facility and Assisted Living Facility operators with financing and capital.

Ticker: OHI US

Country: United States

Sector: Real Estate - REITs

Listing: New York Stock Exchange

Offer Structure: $708,162,849 At-the-Market Offering

Use of Proceeds: To fund potential acquisitions, development and investment opportunities, or for general corporate purposes, including the repayment of our outstanding indebtedness

Berenberg Role: Sales Agent

Timing:

• Launch: 15 March 2024

ADT is an American security company that provides electronic security solutions for residential and small businesses, fire protection, and other adjacent alarm monitoring services.

Ticker: ADT US

Country: USA

Sector: Security Services

Listing: NYSE

Selling Shareholder: Apollo Global Management

Offer Structure: 65,000,000 shares (excl. greenshhoe)

Offer Price: $6.50 per share

Berenberg Role: Co-Manager

Syndicate: Morgan Stanley, Barclays, Apollo Global Securities, RBC Capital Markets, BNP Paribas, Deutsche Bank, Mizuho, Goldman Sachs, MUFG, BMO, BTIG, Raymond James, Berenberg, Fifth Third, Academy Securities, Bancroft, Siebert

Timing:

• Pricing: 6 March 2024
• First Trade: 7 March 2024

Montana Aerospace AG is a leading manufacturer of system components and complex assemblies for the aerospace industry, with worldwide engineering and manufacturing operations.

Ticker: AERO SW

Country: Switzerland

Sector: Aerospace

Listing: SIX Swiss Exchange

Market Cap pre Transaction: c. CHF 1.0bn

Offer Structure: Placement of 1,350,000 existing shares (c. 2.2% of current share capital)

Selling Shareholder: Montana Tech Components AG

Berenberg Role: Sole Global Coordinator & Sole Bookrunner

Timing: January 2024

Trustpilot Group

Trustpilot is a leading global review platform, which creates a place where businesses and consumers can gain actionable insights and collaborate.

Ticker: TRST LN

Country: United Kingdom

Sector: Technology

Listing: London Stock Exchange (Main market, Premium Segment)

Market Cap pre Transaction: c. GBP 700m

Offer Structure: 5,173,241 secondary shares (c. GBP 8m)

Issue Price: GBP 157 per share

Selling Shareholder: Northzone Ventures (full exit)

Berenberg Role: Sole Bookrunner

Timing:

• Launch: 15 January 2024

• Pricing: 16 January 2024

• Settlement: 18 January 2024

Global Medical REIT inc. is a net-lease medical office REIT that acquires purpose-built specialized facilities and leases those facilities to healthcare systems and pyshicians groups

Ticker: GMR US

Country: United States

Sector: Real Estate

Listing: New York Stock Exchange

Market Cap pre Transaction: c. USD 1,046m

Offer Structure: $300m At-the-Market Offering

Use of Proceeds: To repay a portion of the outstanding indebtedness under the company's credit facility, to fund acquisitions and for other general corporate purposes

Berenberg Role: Sales Agent

Timing:

• Launch: 9 January 2024