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published JANUARY 12, 2010

Norton Rose advises on first ever German company lists on Hong Kong stock exchange

Global coating supplier Schramm Holding AGSchramm is the first company from the major industrial, civil law countries in Europe to have been listed in Hong Kong. Dr Michael Malterer, the partner from international legal practice Norton Rose LLP who advised on this deal, summarises the facts of this ground-breaking deal below: 5,000,000 new shares in total were offered at an initial offer price of 37 Hong Kong dollars (HKD) for the international placing to institutional investors and public offering to general public in Hong Kong. Both the international placing and the Hong Kong public offering were over-subscribed. The Hong Kong public offering tranche of this successful IPO recorded an oversubscription of over 200 times. Schramm anticipates the net proceeds from the global offering to be approximately 14 million euros upon listing. The trading of Schramm Holding AG shares commenced on the Hong Kong Stock Exchange on Tuesday, 29 December 2009. Schramm Holding AG is one of the oldest German coating factories with its main seat at Offenbach (close to Frankfurt) with operations in Spain, Korea, China, Hong Kong, Thailand and sales partners as well as licensees in Japan, United States and Australia, and a recorded turnover of approximately 93 million euros in 2008. As one of the global suppliers of specialty coating material for the automotive and general industry and the automotive supply industry the company produces coating material for the synthetic and metal sector. Furthermore, the business areas of the company include coating material for the general industry, coil coatings, electrical insulation resins and powder coatings. Dr. Michael Malterer, Norton Rose LLP corporate finance partner in Munich, commented: ”The IPO of Schramm in Hong Kong is insofar groundbreaking as it leads to the first listing of a German company at the Hong Kong Stock Exchange ever. While IPOs of German companies in London or the US by all means are not unusual anymore by now, listings at Asian stock exchanges are still rare. This is not only due to the disproportionately higher administrative efforts. In particular the different legal systems (civil law versus common law) which clash during such undertakings impose significant legal challenges on the companies and their advisers. Such challenges also had to be solved during the IPO of Schramm which required creativity, flexibility and negotiating skills with German and Hong Kong authorities. The focus laid in particular on shareholder protection issues and the comparability of laws and regulations for German stock corporations with those for Hong Kong stock corporations.“