Equity Capital Markets Transactions

Founded in 2000, 4C Group is a Swedish provider of operational resilience and military training management solutions. With its proprietary, NATO-accredited, Exonaut software platform and complementary expert services, 4C serves over 150 customers including several armed forces and blue-chip corporates globally.

Ticker: 4C SS

Country: Sweden

Sector: Software

Listing: Nasdaq First North Premier Growth Market Stockholm

Final Offer structure:

Total: 14,865,028 shares (c. SEK 520m)

Primary: 2,857,142 new shares (c. SEK 100m)

Secondary: 10,068,970 existing shares (c. SEK 352m)

Greenshoe Option: 1,938,916 existing shares (c. SEK 68m)

Fixed Offer Price: SEK 35 per share

Market Cap at IPO: SEK 1,187m (approx. EUR 113m)

Use of Proceeds: For expansion to new markets and customers, as well as research and development in relation to 4C Strategies’ software platform Exonaut

Berenberg Role: Joint Bookrunner

Syndicate: ABG Sundal Collier (Joint Global Coordinator), Berenberg (Joint Bookrunner)

Timing:

• ITF: 11 May 2022
• Investor education: 11 May – 16 May 2022
• Bookbuilding: 17 May – 23 May 2022
• Trade date: 24 May 2022
• Settlement: 27 May 2022

Sovereign Metals Limited

Sovereign Metals Limited is an AIM- and ASX-listed developer, operating the Kasiya rutilegraphite project in Malawi, with first production targeted in 2026

Ticker: SVML LN / SVM AU

Country: United Kingdom / Australia

Sector: Metals & Mining

Listing: London Stock Exchange (AIM) / ASX

Market Cap pre Transaction: c. GBP 170m / c. AUD 275m

Offer Structure: 22,210,268 primary shares

Issue Price: AUD 0.67 per share

Deal size: AUD 15m

Use of Proceeds: To further the development of Sovereign's Kasiya Project, the world's largest natural rutile deposit and one of the world's largest flake graphite resources

Berenberg Role: Joint Bookrunner

Timing:

• Pricing: 03 May 2022

Ticker: SEV US

Country: Germany

Sector: Solar Technology and Electric Vehicles

Listing: Nasdaq

Company Description: Sono Motors, headquartered in Germany, is a solar technology company manufacturing the first solar-integrated, self-charging electric vehicles and is developing and commercializing a disruptive solar technology that would allow every vehicle to benefit from solar power

Offer Structure:$4.00 per share

Offer Structure: 10,000,0000 base offering (c. USD 40m) 930,000 greenshoe (c. USD 3.7m)

Total Gross Proceeds: USD 44m

Use of Proceeds: To cover some of the capital needs until the start of production

Berenberg Role: Lead Bookrunner

Timing:

• Pricing: 28 April 2022

• First Trade: 29 April 2022

Avantium aims to be the first company to commercialise a 100% biobased recyclable and degradable plastic from sugar called PEF with a 50-70% lower CO2 footprint than conventional plastics. Last year marked a significant milestone for the company as they secured financing and finally met all the key conditions for the construction of its FDCA 5kt plant with commercial sales of PEF expected to start in 2024.

Ticker: AVTX NA

Country: Netherlands

Sector: Biochemicals

Listing: Regulated Market of Euronext Amsterdam & Brussels

Market Cap pre Transaction: c. EUR 150m

Offer Structure: Capital increase (100% primary shares) of up to EUR 45m by way of priority allocation offering to existing holders (“Priority Allocation Offering”), public offering in the Netherlands (“Retail Offering”) and private placement to institutional investors (“Private Placement”)

Offer price: EUR 4.00 per share

Berenberg Role: Joint Global Coordinator & Joint Bookrunner

Timing:

• Launch: 6 April 2022
• Closing of Priority Allocation Offering and Retail Offering: 13 April 2022
• Pricing of Private Placement: 14 April 2022
• Pricing: 14 April 2022
• Trade Date: 19 April 2022
• Settlement: 21 April 2021 (T+2)

Ticker: AFMD US

Country: United States

Sector: Biotechnology

Listing: Nasdaq

Company Description: Affimed is a clinical-stage immune-oncology company committed to giving patients back their innate ability to fight cancer by actualizing the untapped potential of the innate immune system

Offer Structure:$4.00 per share

Offer Structure: 22,500,000 base offering (c. USD 90m) 3,375,000 greenshoe (c. USD 13.5m)

Total Gross Proceeds: USD 103.5m

Use of Proceeds: To fund R&D expenses for their clinical and pre-clinical R&D activities, working capital and other general expenses

Berenberg Role: Co-Manager

Timing:

• Pricing: 12 April 2022

• First Trade: 13 April 2022

Eco Atlantic Oil & Gas Ltd

Eco Atlantic is an international exploration company focused on developing upstream petroleum opportunities in stable jurisdictions

Ticker: ECO LN, EOG CN

Country: United Kingdom, Canada

Sector: Natural Resources

Listing: London Stock Exchange (AIM), TSX Venture Exchange

Market Cap pre Transaction: c. GBP 80m

Offer Structure:

• Total offer size: 64,885,496 new shares
• Placing Shares: 48,040,714 new shares
• Subscription Shares: 10,178,116 new shares
• PrimaryBid Shares: 6,666,666 new shares

Issue Price: GBP 0.30 per share

Deal size: c. USD 25m (c. GBP 19m)

Use of Proceeds: To fund Eco’s share of the drilling of the Gazania-1 well on Block 2B offshore South Africa, to cover G&G expenses across the Group’s portfolio and license fees in Namibia and on Block 3B/4B in South Africa as well as for general working capital purposes

Berenberg Role: Joint Bookrunner

Timing:

• Launch: 05 April 2022

• Pricing: 06 April 2022

• Settlement: 11 April 2022

Hyloris is a specialty biopharma company focused on innovating, reinventing, and optimising existing medications to address important healthcare needs and deliver relevant improvements for patients, healthcare professionals and payors.

Ticker: HYL BB

Country: Belgium

Sector: Pharmaceuticals

Listing: Regulated Market of Euronext Brussels

Market Cap pre Transaction: c. EUR 440m

Offer Structure: Placement of 967,742 new shares (c. 3.4% of the current share capital, c. EUR 15m)

Fixed Price: EUR 15.50 per share (at market price)

Berenberg Role: Joint Global Coordinator & Joint Bookrunner

Timing:

• Launch: 31 March 2022
• Pricing: 31 March 2022
• Trade Date: 1 April 2022
• Settlement: 5 April 2022 (T+2)

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: 28 March 2022

Ascendis Pharma is applying its innovative platform technology to build a leading, fully integrated biopharma company focused on making a meaningful difference in patient's lives.

Ticker: ASND

Country: Denmark

Sector: Healthcare - Biopharma

Listing: Nasdaq

Principal Amount: $500m (excluding 15% Greenshoe)

Coupon: 2.25%

Conversion Premium: 42.5%

Conversion Settlement: Physical (ADS)

Maturity: April 2028

Call Features: (i) Callable on or after April 7, 2025 if ADS price exceeds 130% of conversion price for a specified period of time with table make-whole; (ii) callable at any time upon certain changes in tax law with table make-whole; and (iii) required redemption offer in connection with a fundamental change (with table make-whole if a make-whole fundamental change)

Berenberg Role: Co-Manager

Timing:

• Pricing: 24 March 2022
• First Trade: 25 March 2022

Ticker: SAFE US

Country: United States

Sector: Real Estate - REITS

Listing: New York Stock Exchange

Company Description: Safehold operates as a real estate investment trust, which focuses on acquiring, owning, managing and capitalizing ground leases. The company’s property is generally leased on a triple net basis.

Market Cap pre transaction: c. USD 3,639m

Offer Structure: 2,000,000 base offering (c. USD 118m)

Concurrent Private Placement: iStar received 3,240,000 shares of common stock with total gross proceeds of USD 191m

Total Gross Proceeds: USD 327m

Use of Proceeds: Repay borrowings under its unsecured revolving credit facility and for general corporate purposes, which may include making additional investments in ground leases

Berenberg Role: Co-Manager

Timing:

• Pricing: 2 March 2022

• First Trade: 3 March 2022

Next Fifteen Communications Group PLC

Next Fifteen (Next15) is a specialist digital communications and media company.

Ticker: NFC LN

Country: United Kingdom

Sector: TMT

Listing: London Stock Exchange (AIM)

Market Cap pre Transaction: c. GBP 1.1bn

Offer Structure: 4,505,000 primary shares

Issue Price: GBP 11.10 per share

Deal size: GBP 50m

Use of Proceeds: To part fund the acquisition and associated costs of Engine Acquisition Limited

Berenberg Role: Joint Global Coordinator and Joint Bookrunner

Timing:

• Launch: 02 March 2022

• Pricing: 03 March 2022

• First Day of Trading: 03 March 2022

CentralNic Group PLC

CentralNic Group PLC is a UK-based domain name specialist that operates across the entire supply chain of the domain name industry.

Ticker: CNIC LN

Country: United Kingdom

Sector: IT Services

Listing: London Stock Exchange (AIM)

Market Cap pre Transaction: c. GBP 335m

Offer Structure: 35,000,000 ordinary shares

Issue Price: GBP 1.20 per share

Deal size: GBP 42m

Use of Proceeds: To part fund the acquisition of VGL Verlagsgesellschaft mbH

Berenberg Role: Joint Bookrunner

Timing:

• Launch: 28 February 2022

• Pricing: 28 February 2022

• Settlement date: 02 March 2022

Civitanavi Systems, born as a start-up in 2012, is one of the main players in the design, development and production of inertial navigation and stabilization systems used in the aerospace and defense sectors in space, terrestrial, aeronautical, naval and industrial, mining and oil & gas.

Country: Italy

Sector: Industrial / A&D

Listing: Euronext Milan

Final Offer Structure:

Total: 8,536,000 shares (c. EUR 34.1m)

• Primary: 5,760,000 new shares (c. EUR 23m)
• Secondary: 2,000,000 existing shares (c. EUR 8m)
• Greenshoe Option: 776,000 existing shares (c. EUR 3.1m)

Final Offer Price: EUR 4.00 per share

Initial Price Range: EUR 4.00 to EUR 5.20 per share

Market Cap at IPO: c. EUR 123m

Use of proceeds: Enable the company to accelerate its growth through production capacity expansion as well as innovation and commercialisation roll-out

Berenberg Role: Joint Global Coordinator & Joint Bookrunner

Syndicate: Berenberg, Intermonte (Joint Global Coordinators & Joint Bookrunners)

Timing:

• ITF: 19 January 2022
• Investor Education: 19 January 2022 – 1 February 2022
• Bookbuilding: 2 February 2022 – 14 February 2022
• First Day of Trading: 17 February 2022

Marlowe PLC is a UK provider of maintenance and installation services for fire protection, security, water treatment, and air hygiene systems.

Ticker: MRL LN

Country: United Kingdom

Sector: Business Services

Listing: London Stock Exchange (AIM)

Market Cap pre Transaction: c. GBP 850m

Offer Structure: 13,100,000 primary shares

Issue Price: GBP 10.00 per share

Deal size: GBP 130m

Use of Proceeds: To fund the acquisition of Optima Health

Berenberg Role: Lead Bookrunner

Timing:

• Launch: 20 January 2022

• Pricing: 20 January 2022

• First Day of Trading: 24 January 2022

468 SPAC II SE is a special purpose acquisition company (“SPAC”) targeting companies in the consumer technology and software & artificial intelligence sector with a focus on last mile logistics, marketplaces, consumer finance, cloud, commercial open source and software-as-a-service.

Issuer: 468 SPAC II SE

Sponsor: TEIXL Investments GmbH (wholly-owned by Alexander Kudlich), Ophelia Capital UG (wholly-owned by Dr. Ludwig Ensthaler), and Florian Leiber

Ticker: SPV2 (Shares), SPVW (Warrants)

Country: Germany

Sector: Technology

Listing: Frankfurt Stock Exchange

Offer Type: SPAC via Initial Public Offering (IPO)

Deal Size: EUR 210m

Offer Price: EUR 10.00 per unit

Unit structure:

• 1 Class A Share
• 1/3 Class A Warrant

Warrant terms:

• 1 whole Class A Warrant entitles the holder thereof to purchase 1 Class A Share at a price of €11.50 per share
• Exercisable from 30 days after consummation of a BC and until 5 years from date of consummation of BC
• Warrants redeemable by the Company at a redemption price of €0.01 if: (i) the share price equals or exceeds €18.00 for any 20 trading days within any 30 consecutive-trading day period; (ii) subject to a make whole, if the share price is between €10.00 and €18.00 for any 20 trading days within any 30 consecutive trading day period

Business Combination criteria:

• Targeting a company with principal business operations in an EEA or in a certain other country based in the consumer tech (with a focus on the categories Delivery & Logistic Tech, Marketplace and Marketplace Aggregators, and Consumer Finance) or cloud sector (with a focus on the categories Commercial Open Source, SaaS and Data & AI)

Cash in escrow: 100% of proceeds

Sponsor commitment:

• EUR 8.9m Sponsor capital at risk including negative interest rate cover

Sponsor promote:

• Approx. 20% of share capital, representing 5,250,000 class B shares
• Earn-out structure: 5% at Business Combination, c. 28% when share price is above €10, 1/3 when share price is above €12, 1/3 when share price is above €14 (for any 10 trading days within a 30 day period)

Negative interest:

• Compensated by Sponsor up to Additional Sponsor Subscription

Business Combination:

• Requires approval of majority of the votes cast at the Business Combination shareholders’ meeting

Timeframe: Up to 18 months

Berenberg Role: Sole Global Coordinator and Sole Bookrunner

Timing:

• Bookbuilding: 13 January – 14 January
• Prospectus approval: 17 January
• First Day of Trading: 20 January

Team17 is one of the longest-running independent video game companies. It develops its own games, and through its “Games Label” also helps independent creators to bring their games to market.

Ticker: TM17 LN

Country: United Kingdom

Sector: Media (Video Games)

Listing: London Stock Exchange (AIM)

Market Cap pre Transaction: c. GBP 1bn

Offer Structure: 11,010,999 primary shares

Issue Price: GBP 7.14 per share

Deal size: GBP 80m

Use of Proceeds: To fund Team17’s €100m (approx. £83m) acquisition of astragon Entertainment GmbH

Berenberg Role: Sole Global Coordinator and Sole Bookrunner

Timing:

• Launch: 13 January 2022

• Pricing: 14 January 2022

• First Day of Trading: 18 January 2022

Spirit Realty Capital is a triple-net lease REIT that primarily invests in single-tenant, operationally essential real estate assets throughout the United States.

Ticker: SRC

Country: United States

Sector: Real Estate

Listing: NYSE

Offer Structure: 9,430,000 (c. USD 449m)

Share Type: primary shares

Issue Price: USD 47.60 per share (3.9% discount to close)

Berenberg Role: Co-manager

Timing:

• Launch: 13 January 2022
• First Trade Date: 14 January 2022

NETSTREIT Corp acquires, owns and manages a portfolio of single-tenant retail commercial real estate focused on tenants in the retail sector

Ticker: NTST

Country: United States

Sector: Real Estate

Listing: NYSE

Offer Structure: 10,350,000 (c. USD 230.3m)

Share Type: Ordinary shares

Issue Price: USD 22.25 per share (3.3% discount to close)

Berenberg Role: Bookrunner

Timing:

• Launch: 10 January 2022
• First Trade Date: 11 January 2022