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Press Release

Novem Group plans Frankfurt Stock Exchange listing in July 2021

- Novem Group is a leading global supplier of premium decorative interior trim elements for automotive OEMs. With almost 100% premium exposure and the premium vehicle segment accounting for approximately 13% of global passenger car sales, the Company is well positioned in an attractive niche market that also represents an important and prestigious part of the OEM business.

- Novem Group focuses on the strongest premium brands with high volumes. As more and more manufacturers, especially in Asia, discover the premium segment, the Company's customer base is expanding. As of March 31, 2021, the Company's Awarded Business amounted to approximately €4.5 billion, representing more than 7.5 times its revenue for Fiscal Year 2020/21.

- Being one of only two full-line global suppliers, Novem Group supplies customers on more than 100 different platforms and has an exceptional market position. Based on sales, the Company has leading market shares in Europe, the Americas, and Asia culminating in an estimated global market share of 46% in Fiscal Year 2019/20.

- The Company's strong financial profile is supported by the historical resilience of the premium automotive market, ongoing productivity gains and a flexible cost base (76% of total costs are estimated to be variable).

- Over the last three financial years, Novem achieved Adjusted EBIT Margins of 14-18%, with the last financial year having been impacted by the pandemic, particularly in Novem's first quarter 2020. At the same time, Novem consistently achieved a strong cash conversion rate (FY 2020/21: 83.8%) with disciplined working capital management and limited maintenance capital expenditure requirements.

- The planned private placement will include newly issued shares by the Company of approximately EUR 50m and secondary shares from existing shareholders.

- The intended listing on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is expected to be completed in July 2021, subject to market conditions.

Vorbach, 29 June 2021 - Novem Group S.A. (the "Company" and, together with its consolidated subsidiaries, "Novem Group" or "Novem") today announced its intention to list its shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. Prior to the listing, Novem and its shareholders intend to execute a private placement that comprises newly issued shares from a capital increase of EUR 50m alongside shares from the holdings of Rokoko Automotive Holdings (Jersey) Limited (the "selling shareholder"), an investment company that is majority owned by funds advised by Bregal, as well as additional shares from the holdings of the selling shareholder in connection with possible over-allotments (the "Private Placement"), covered by a greenshoe option provided by the selling shareholder. The net proceeds from the capital increase attributable to the Company will be used to optimize the financing structure. A lock-up of 180 days is expected for the Company and for the existing shareholders, and a lock-up of 720 days for those members of management holding shares. The Company plans to complete the Private Placement and first day of trading in July 2021, subject to market conditions. The Company envisages a Private Placement with institutional investors in Germany and certain other jurisdictions. J.P. Morgan, Berenberg, and COMMERZBANK are acting as Joint Global Coordinators and Joint Bookrunners, with Jefferies and UniCredit supporting the transaction as Joint Bookrunners.

Günter Brenner, CEO of Novem Group: "Novem has been a leading supplier of premium decorative interior trim elements to premium OEMs for many years - offering products that combine high-quality raw materials with advanced technology and high-quality craftsmanship. The planned listing allows us to benefit from the market opportunities ahead of us. Our exceptional market position, our focus on the premium segment and our innovative solutions with light, sensors and functions as well as new materials form a compelling foundation for long-term growth."

Dr. Johannes Burtscher, CFO of Novem Group: "Novem Group's mission is to build perfect decorative trim elements for the best cars in the world. The planned listing will support us on our growth plans and enable us to achieve better access to the capital markets while at the same time optimizing our financing structure. After the placement of €400 million of senior secured notes in May 2019, the planned listing is a major strategic and next logical step in our focus on the international capital markets."

A leading global supplier of premium decorative interior trim elements, well positioned in an attractive niche market

Novem Group is a leading global supplier of premium decorative interior trim elements operating in an attractive niche market of the automotive industry. The Company is one of only two manufacturers with a truly global presence and an offering across all relevant premium surface material options. Based on sales, the Company has leading market shares in Europe, the Americas, and Asia culminating in an estimated global market share of 46% in Fiscal Year 2019/20.

Novem has achieved significant growth, with sales increasing at a CAGR of approximately 8% over the past 15 years^[1].

Moreover, about 5,700 employees, eight global manufacturing plants and more than €600 million revenue in Fiscal Year 2020/21, combined with a product offering across all four major premium surface material options (wood, aluminum, carbon, premium synthetics) enable Novem Group to withstand market volatility. Customers benefit through a lower risk of supply chain interruptions as well as a high level of reliability. The global manufacturing footprint allows the Novem Group to supply OEM customers regionally from manufacturing facilities that are located close to their production plants in all relevant geographies. High quality, continuous design innovation as well as the position as a "full-liner" support Novem's long-term market leadership and make the company the supplier of choice for premium OEMs such as Audi, BMW, Daimler, Porsche and Volvo.

Since 2011, Novem has been majority-owned by funds advised by Bregal, which has supported its growth and international expansion. Novem has been active in the market for decorative interior trim elements since it was founded in 1947 by Ernst Pelz. During the 1970s, the Company began producing trim elements for the prestigious BMW 7-series and opened its second manufacturing facility in Germany. With the opening of new manufacturing facilities in the Czech Republic, Honduras, and Italy, Novem Group started its international expansion in the 1990s. In 2007, Novem entered the Chinese market and opened a manufacturing facility in Langfang, near Beijing.

During the global financial and economic crisis in 2008, Novem was transferred to a trustee. Following a sales process started by the trustee to sell Novem to an investor, Bregal acquired Novem from the lender's trustee with the support of Novem's main OEM customers in 2011. Following the acquisition, Novem opened its newest manufacturing facility in Mexico, which has now become its largest facility. These expansion activities were supported by a significant investment by Bregal in 2015. In 2019, Novem opened its new design center 'Novem Interior World' in Vorbach underlining Novem's technology and innovation leadership.

A strong, entrenched market position ensures profitable growth, increased resilience as well as high visibility on future business

The market for premium vehicles has grown more strongly in the past than the overall passenger vehicle market. Accordingly, Novem has grown faster than the rest of the global passenger vehicle market. This trend is expected to continue as - in contrast to the mass market - the premium market is characterised by greater stability due to lower cyclicality and high barriers to market entry.

The high quality and craftsmanship of Novem's trim elements is an important part of delivering the resulting premium look and feel of premium vehicles and helps to enhance the margins of its customers' end products through components for which the end-customer is willing to pay extra.

Novem's long-standing, strong relationships with premium customers and the ability to meet the highest technology and quality requirements allow the company to achieve a high awarded business and thus planning stability for the coming years. Novem's strong relationships have created a deep understanding of its customers' needs or priorities and have also laid the basis for an early involvement in the design phase of a product platform or well in advance of a tender offer process.

Due to the complexity of the premium interior market and high quality requirements along the platform life cycle, OEMs rarely change their suppliers during the life cycle of a platform. Novem's strong market position, in combination with high barriers to entry, its unique know-how, long-term customer relationships, and complex manufacturing processes are a solid foundation for future growth.

A leader in engineering and design, capitalizing on new trends and technological / material developments

Novem is a trusted supplier to almost all premium OEMs in the global automotive industry, playing a critical role in customers' new vehicle development and supply chains. Approximately 73% of Novem's employees are located in best-cost countries, supported by leading engineering and product development capabilities, which are predominantly located in Germany.

Customers benefit from strong engineering and design capabilities through considerable co-development activities for individual product platforms and continuous design innovation. The Novem Group is often engaged by OEMs to work on innovation projects, design concepts, and new engineering solutions during the pre-development phase up to four years prior to the start of production of a new platform. Being involved at such an early stage of development provides Novem with a competitive advantage compared to competitors.

The strong growth trajectory of the past years has been bolstered by megatrends such as technology-driven integration, individualization / premiumization as well as digitalization. The trend towards premiumization and individualization leads to a stronger focus on new high-end materials and the development of future technologies including hidden / integrated displays, acoustic trims, switches on demand and gesture control elements; increasing digitalization means that decorative functional elements in the vehicle interior are increasingly being merged with digital user experience (UX); and end customers are also placing increasing value on premium interiors - often making an active purchase decision for products supplied by Novem in the car configurator. In the context of electromobility or autonomous driving, decorative functional elements are also gaining in importance due to the innovative redesign of conventional control panels.

At the same time, Novem is not affected by negative effects resulting from changes in the automotive powertrain. The Company evaluates these developments positively as alternative drive concepts are expected to lead to an increase in interior surfaces due to a decrease of controls and switching elements. This development may also accelerate in line with the increasing demand for integrated functions and solutions.

A strong financial profile with strong growth, attractive margins and high cash conversion

Novem's strong financial profile is supported by the historical resilience of the premium automotive market compared to the overall passenger vehicle market, ongoing productivity gains, a flexible cost base, strong cash conversion with disciplined working capital management and limited maintenance capital expenditure requirements.

As of March 31, 2021, Novem's Awarded Business amounted to approximately €4.5 billion, representing more than 7.5 times its revenue for FY 2020/21. This is a result of the Group's past success in winning substantial business and key premium car model platforms and the high revenue visibility based on the scope of tender awards and projected volumes. As OEMs rarely change their suppliers following the start of production for a platform, Novem has significant mid-term visibility for its sales in the years to come, which allows the Company to plan investments, manufacturing levels and therefore optimize its cost structure. In the longer term, Novem has achieved significant growth, with sales increasing at a CAGR of approximately 8% over the past 15 years^[2].

The business has been affected by the global COVID-19 pandemic, but the Company has proven its ability to sustain attractive margins and generate strong operating cash flows overall. Its adjusted EBIT decreased from €125.9 million for FY 2018/19 to €86.4 million for FY 2020/21. Its adjusted EBIT Margin declined from 17.7% for FY 2018/19, to 14.3% for FY 2019/20 and 14.3% for FY 2020/21. However, Novem will be able to maintain its leading adjusted EBIT margin despite the global pandemic. The Group has also historically achieved high cash conversion rates. In fiscal years 2018/19, 2019/20 and 2020/21, it achieved cash conversion rates of 73.0%, 81.3% and 83.8%, respectively.

The Group's business model also benefits from a flexible cost base as approximately 76% of its total costs are estimated to be variable and the shift in production capacity to lower cost countries allows limited capital expenditure requirements in the near to medium term. Over the last ten years, the Group has also continuously implemented numerous efficiency measures and will continue to search for efficiencies and savings potential.

About Novem
German-headquartered Novem is a globally leading supplier of decorative interior trim parts for the premium automotive industry. Across the range of key materials such as genuine wood, aluminum, carbon and premium synthetics, the company offers unrivalled quality, technology and innovation to a growing customer base of 18 automotive OEMs. Founded in Vorbach, Germany, back in 1947, the company has continuously expanded its global footprint in Germany, Italy, Czech Republic, Slovenia, China, USA, Honduras and Mexico. Novem employs about 5,700 people at 12 locations and achieved revenues of more than €600 million in FY 2020/21. Since 2011, Novem has been jointly owned by the family backed investor Bregal and by management.

For more information please visit www.Novem.com

Media contacts

Harald Kinzler
Kekst CNC
Phone: +49 172 899 6267
Email: Harald.Kinzler@kekstcnc.com

 

Novem Group S.A. | 19-21, Route d'Arlon | L-8009 Strassen | Luxembourg

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This release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. It does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"). The shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of shares of Novem Group S.A. (the "Company") in the United States.

This release constitutes neither an offer to sell nor a solicitation to buy shares of the Company. A public offer in Germany will be made solely on the basis of a securities prospectus which is yet to be published. An investment decision regarding shares of the Company should only be made on the basis of such securities prospectus.

In any EEA Member State this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129
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This release may in the United Kingdom only be distributed to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in shares of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements. Moreover, it should be noted that all forward looking statements only speak as of the date of this release and that neither the Company nor J.P. Morgan AG, Joh. Berenberg, Gossler & Co. KG, Commerzbank Aktiengesellschaft, Jefferies GmbH and UniCredit Bank AG (together, the "Underwriters") or their respective affiliates as defined under Rule 501(b) of Regulation D under the Securities Act ("affiliates") assume any obligation, except as required by law, to update any forward looking statement or to conform any such statement to actual events or developments.

Each of the Company and the Underwriters and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this release, whether as a result of new information, future developments or otherwise.

Certain sources of market data included in this release were prepared before the renewed outbreak of the COVID-19 pandemic and have not been updated for the potential effects of the ensuing developments. The Company and the Underwriters are not able to determine whether the third parties who have prepared such sources will revise their estimates and projections due to the potential further impact of COVID-19 on future market developments.

The Underwriters are acting exclusively for the Company and the selling shareholder and no-one else in connection with the planned offering of shares of the Company (the "Offering"). They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the selling shareholder for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, the Underwriters and their respective affiliates may take up a portion of the shares offered in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the international offering memorandum, once published, to the shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Underwriters and their respective affiliates acting in such capacity. In addition, the Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of shares of the Company. The Underwriters do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective affiliates or any of their or any of their affiliates' respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to the Company or its subsidiaries, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.^[1] CAGR based on German GAAP management reporting from 2004/05 of former holding company until 2019/20 based on IFRS reporting
^[2] CAGR based on German GAAP management reporting from 2004/05 of former holding company until 2019/20 based on IFRS reporting