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The Platform Group AG plans corporate bond with a target volume of EUR 25 million
 

• Subscription volume of up to EUR 25 million and tenor of 4 years
• Interest range: 8% to 9% p. a.
• Subscription period for public offer via Deutsche Börse's subscription functionality expected from 26 June to 03 July 2024
• Net proceeds to be used to finance further growth through acquisitions, repayment of existing debt and investments as well as general corporate purposes
• Securities prospectus was approved today

Düsseldorf, 24 June 2024. The Platform Group AG (ISIN DE000A2QEFA1, “TPG“), a leading software company for platform solutions, plans a corporate bond. The 2024/2028 corporate bond (ISIN: NO0013256834, WKN A383EW) is structured according to Norwegian law (Nordic Bond) and has a tenor of four years. The target volume is up to EUR 25 million. The annual fixed interest rate will be in the range of 8% to 9% and will be paid semi-annually in arrears. The final interest rate will be determined and communicated after the end of the offer period on the basis of the subscription orders received. It is intended to use the proceeds from the issue for further company acquisitions, for the partial repayment of existing debt, for investments in the TPG software platform and for general business purposes.

The securities prospectus was approved today by the responsible Luxembourg financial market supervisory authority, the Commission de Surveillance du Secteur Financier (CSSF).

Dr. Dominik Benner, CEO of The Platform Group AG: “The year 2024 is going very well and we have the opportunity to selectively acquire very good companies in the current market environment that are profitable and an excellent fit for TPG. We currently have numerous other acquisition targets under review. We will use the majority of the bond for the company acquisitions, in addition to the company's cash.”

Subscription possible from 26 June 2024

The subscription period for the public offer via the subscription functionality of Deutsche Börse is expected to commence on 26 June 2024 and end on 03 July 2024, 12.00 noon CEST (subject to early termination or extension of the offer period). The bond has a nominal amount of EUR 1,000.00. The minimum subscription amount in the public offering is EUR 1,000.00.

Listing is planned on the Frankfurt Stock Exchange in the Quotation Board segment (Open Market) and on the Nordic ABM of the Oslo Stock Exchange within six months of the issue date. The public offering will take place in Germany and Luxembourg. The bonds will also be offered in a private placement in Germany, selected European countries and certain other countries. The issue is aimed at institutional investors and asset managers as well as private investors. The private placement is accompanied by Pareto Securities AS, Frankfurt Branch as lead manager, as well as bestin.capital GmbH and Lewisfield Deutschland GmbH as financial advisors.

The securities prospectus approved by the Commission de Surveillance du Secteur Financier (CSSF), Luxembourg, and notified to the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Germany, is available for download at https://corporate.the-platform-group.com in the “Bond” section and at www.luxse.com.

Strong growth with acquisitions and investments

The Platform Group provides software solutions for online retail in a wide range of sectors and is one of the leading platform companies in Europe. The Company operates 23 platforms in 21 different sectors. With these software solutions, connected partners – usually retailers and manufacturers – can simultaneously list their products on more than 50 online channels. TPG thus covers all services: From content and pricing to delivery and customs clearance. Last year, over 6 million orders were realized in this way.

The Company with its 680 employees generated pro forma sales (continuing operations) of EUR 440.8 million in the past financial year 2023 (2022: EUR 387.4 million). Adjusted EBITDA (pro forma, continuing operations) amounted to EUR 22.6 million (2022: EUR 11.9 million). Equity amounted to EUR 81.6 million as at 31 December 2023, compared to EUR 47.1 million at the end of the same period of the previous year.

In the traditionally weaker first quarter, sales rose to EUR 107.9 million in 2024 (Q1 2023 pro forma: EUR 84.2 million). EBITDA amounted to EUR 16.7 million (Q1 2023 pro forma: EUR 13.3 million). Net sales are expected to increase to between EUR 480 million and EUR 500 million in 2024 as a whole. Based on the positive earnings trend and the effect of the implemented cost and efficiency program, the Board of Directors expects a further increase in adjusted EBITDA to between EUR 26 million and EUR 30 million in the 2024 financial year.

At its Capital Markets Day on 11 June 2024, the Company raised its forecast for its medium-term planning in light of the successful business development, the effectiveness of the cost and efficiency program and the acquisitions made since January 2024. Accordingly, the Board of Directors of The Platform Group AG expects to achieve a gross merchandise volume (GMV) of EUR 1.1 billion (previous forecast: EUR 1.0 billion), sales of at least EUR 550 million (first-time announcement) and an adjusted EBITDA margin of between 7% and 10% (unchanged from the forecast) for the 2025 financial year. In addition, a gearing ratio of between 1.5 and 2.3 (unchanged) is targeted in the medium term. The leverage ratio is defined as the ratio of adjusted EBITDA to net financial debt (excluding lease liabilities).

Dr. Dominik Benner continued: “Up to now, shareholders have been able to participate directly in our success story. With our first corporate bond, we are now also targeting lenders and offering them access to our business model. With the Nordic bond format, we can address investors in Germany, the Scandinavian countries and other European countries equally.”

Important Notice:

This publication may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. It does not constitute an offer or solicitation of an offer to purchase or subscribe for any securities in the United States, Australia, Canada or Japan or in any jurisdiction in which such offer or solicitation would be unlawful.

This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company. A public offer of securities in Germany and Luxembourg is made solely on the basis of the Prospectus. An investment decision on securities of the Company should only be made on the basis of the Prospectus. The Prospectus is available free of charge on the Company's website (https://corporate.the-platform-group.com) in the “Investors” section.

The approval of the Prospectus by the CSSF should not be construed as an endorsement of the securities offered or admitted to trading on a regulated market. Prospective investors should read the Prospectus before making any investment decision in order to fully understand the potential risks and rewards of the decision to invest in the securities. The Prospectus is available on the Company's website at https://corporate.the-platform-group.com.

In the Member States of the European Economic Area other than Germany and Luxembourg, this publication is only addressed at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (“Prospectus Regulation”).

In the United Kingdom, this publication may only be distributed to, and is only directed at, persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as that Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (“Order”), or (ii) are high net worth companies falling within Article 49(2)(a) to (d) of the Order or other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). The new securities will only be available to relevant persons and any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will only be made to relevant persons. Any person who is not a relevant person must not act or rely on these materials or any of their contents.

This publication does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of these securities in the United States.

Certain statements contained in this publication may constitute “forward-looking statements”. These forward-looking statements are based on management's current views, expectations, assumptions and information. Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties.

Due to various factors, actual future results, developments and events may differ materially from those described in these statements; neither the Company nor any other person assumes any responsibility for the accuracy of the opinions contained in this communication or the underlying assumptions. The Company assumes no obligation to update any forward-looking statements contained in this publication. In addition, it should be noted that all forward-looking statements speak only as of the date hereof and that neither the Company nor the Lead Manager undertakes any obligation to update any forward-looking statements or to conform them to actual events or developments, except as required by law.

THIS DOCUMENT IS NOT A PROSPECTUS BUT A PROMOTIONAL DOCUMENT; INVESTORS SHOULD SUBSCRIBE FOR OR PURCHASE THE SECURITIES REFERRED TO IN THIS PROMOTIONAL DOCUMENT SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.

The Platform Group AG:

The Platform Group AG is a software company that is active in 21 sectors with its own platform solutions. Its customers include both B2B and B2C customers in sectors such as furniture retail, machinery retail, dental technology, car platforms, and luxury fashion. The Group has 16 locations across Europe and is headquartered in Düsseldorf. Over 23 investments and company acquisitions have been made since 2020. In 2023, pro-forma sales of EUR 441 million and an operating result (adjusted EBITDA) of EUR 22.6 million were realized.

Contact:

Investor Relations
Reinhard Hetkamp, CFO and Head of IR
ir@the-platform-group.com
Schloss Elbroich | Am Falder 4 | 40589 Düsseldorf | Germany
corporate.the-platform-group.com