Kategoria: News

The Platform Group – the pioneer in the field of online platforms (a.o. DocGreen, Stylefy, Taschen24 etc.) has acquired the mobility platform Cluno Deutschland from the listed Cazoo GROUP, UK, with its shareholding ViveLaCar. With the acquisition of several thousand vehicles, subscribers, 50 employees as well as the offices in Munich, ViveLaCar is now the largest car subscription platform in the DACH region and The Platform Group one of the largest fleet owners in Germany, behind Sixt, Hertz, etc.

With the acquisition of several thousand vehicles, subscribers, 50 employees as well as the offices in Munich, ViveLaCar is now the largest car subscription platform in the DACH region and The Platform Group one of the largest fleet owners in Germany, behind Sixt, Hertz, etc.

Advisors to The Platform Group: act AC Tischendorf Rechtsanwälte, Marcus Columbu (Project Management, Finance), Dr. Fabian Brocke, LL.M. (M&A)
Advisors ViveLaCar GmbH: Dr. Michael Inhester (M&A), Poellath, München
Advisors Cazoo Group: Anthony Cross, Luise Meyer-Lindemann (both M&A), Eversheds Sutherland, Munich

What exactly is the issue?

BaFin is currently consulting on an amendment to MaRisk, which will probably be implemented in Q1/Q2 2023.

Subject of the implementation

The 7th MaRisk amendment adopts in particular the requirements of the EBA guidelines on loan origination and monitoring (EBA/GL/2020/06) and thus a large number of additions to the design of credit processes as well as the consideration of ESG factors.

Furthermore, provisions on the handling of real estate business, in particular set-up organization, processes in real estate business, especially in acquisition/establishment, processing and monitoring of real estate projects are introduced.

Changes affecting all institutions

One of the most significant changes in the 7th MaRisk amendment relates to the consideration of ESG risks in the definition of risk-bearing capacity and its analysis, the design of the business strategy, risk management and controlling processes, and the ICS of an institution, including risk reporting.

Institutions must align their business strategy in an economically sustainable manner and develop it on the basis of a forward-looking analysis. To this end take into account changing environmental conditions and the transition to a sustainable economy. To this end, a business model analysis, including stress tests, must be carried out.

In the future, the institute’s capital planning must take into account operational business planning.
The use of models for decision-making (e.g. risk classification and quantification procedures, stress tests, valuation models, etc.) is subject to new requirements in terms of data sources, adjustments and reliability. The Ma-Risk amendment does not affect models that require approval by the competent authorities and fall within the scope of Regulation (EU) No. 575/2013 (CRR).

Innovations in lending

When granting loans and valuing loan collateral, ESG risks must be taken into account and the EBA Guidelines on Lending and Monitoring (EBA/GL/2020/06) must be followed. Loans and loan collateral shall be analyzed at least annually for enforceability and default risks.

Leveraged Transactions

Institutions with a portfolio of leveraged transactions shall also comply with the requirements of the EBA Guidelines on Lending and Supervision (EBA/GL/2020/06), Section 4.3.2 (Leveraged Transactions) when defining their strategy.

Changes in the lending business

If an institution is active in the real estate business (investment volume of more than EUR 10 million per year and/or 2% of total assets), MaRisk defines in the new Special Part BTO 3 requirements for the organizational structure, processes in the real estate business, in particular for acquisition/construction and the further processing and monitoring of real estate projects as well as the monitoring of real estate projects.

Effects on practice

All changes must be reflected accordingly in the organizational guidelines. This means that you not only have to implement the changes, but also document that you will implement them in the future.
We will be happy to support you in adapting your organizational guidelines and manuals in a way that fits the scope of your business model and reflects your corporate culture.

Complaints about product governance

BaFin has examined product providers as well as distributors, i.e. portfolio managers, investment advisors, etc., and found numerous reasons for objections. The complaints relate in particular to the following topics:

PRODUCT PROVIDER

Target market identification

When determining the target market, product providers must specify exactly what knowledge, experience, risk appetite, etc. the investors must have who are to be suitable for the product in question. The more complex a product is, the more extensive and in-depth the individual characteristics of the potential target customers must be designed (proportionality principle) to ensure that only customers within the target market are eligible for purchase.

BaFin has found that product providers rarely base their target market definition on the proportionality principle. There is a need for improvement here.

Costs and fees

The cost and fee structure must also fit the target customers. Costs, for example, must not eat up the expected return. Product providers must calculate and evaluate this accordingly when designing the product.

DISTRIBUTORS

Target market identification

For distributors, the target market must be determined individually against the background of the company’s own customer base. An independent target market definition must therefore be carried out; an unchecked takeover from the product provider is not sufficient. The following also applies to this target market definition: the more complex a product is, the more extensive and in-depth the individual characteristics of the potential target customers must be (principle of proportionality).

RESPONSIBILITIES, IMPLEMENTATION

Responsibilities

The responsibility for proper target market determination in compliance with the proportionality principle lies with the respective product provider or sales company. They cannot therefore delegate these tasks in one direction or the other.

Implementation in organizational guidelines

The best way to counter BaFin’s objections is to include appropriate requirements in your organizational guidelines.

We have years of experience in drafting them and therefore know exactly what is important and how you can implement them in a way that fits your corporate culture. Please feel free to contact us at any time and arrange a meeting.

• Energy trendsetter acquires 49 percent stake in PV plant in Biehla near Kamenz (Saxony)
• Installed capacity to be expanded to a total of around 1.75 MWp by spring 2023

With the acquisition of its first own solar park, Germany’s largest green energy discounter eprimo is actively driving forward the energy transition. The PV park in Biehla (Saxony) will supply almost 590 households with climate-friendly energy. From April 2023, eprimo will make the electricity generated available to its customers via a direct purchase agreement (Power Purchase Agreement).

From now on, 49 percent of the solar park in Biehla near Kamenz in Saxony will be owned by eprimo, while RenExpert GmbH will hold a 51 percent share. The PV plant, whose first construction phase has been in operation since October 2021, currently generates an output of just under 750 kWp. This year, the expansion will start with a planned additional output of around 1 MWp. Commissioning is scheduled for spring 2023. The solar park will then have a total yield of 1.8 GWh. With an average consumption of around 3,100 kWh per household, this plant alone is expected to supply around 590 households with green electricity.

Due to the direct purchase agreement, the electricity is purchased in such a way that the customers of the eprimo Green Power Community (GSC) are directly supplied with the generated energy. This means that GSC customers can use the locally produced green power even if they do not generate their own electricity. For every kWh consumed by the GSC, eprimo provides 0.3 cents and thus promotes the further expansion of renewable energies with the eprimo Sonnencent. The PV park in Biehla is the first PV plant financed with the Sonnencent.

About eprimo

eprimo, the energy changer. As Germany’s green energy discounter with the most customers, eprimo is a provider of green electricity and green gas and brings the energy turnaround to over 1.7 million households. All customers are offered numerous opportunities to actively participate in the expansion of renewable energies: Through attractive additional payments for prosumers, the promotion of new PV systems with the Sonnencent, and participation in citizen energy projects, their customers become #energiewendemachers. As a company, eprimo also acts sustainably and is climate-neutral in all its business activities.

Advisors eprimo

act AC Tischendorf Rechtsanwälte – Marcus Columbu (Lead Partner; Regulatory & Finance); Dr. Fabian Brocke, LL.M. (M&A); Dr. Fabian Laugwitz, MBA, LL.M. Eur. (Real Estate); Sarah Landsberg (Corporate)

Digital Experiences Group GmbH („DEG”), in which Harald Quandt Industriebeteiligungen GmbH („HQIB”) holds a majority stake, has acquired a majority stake in SMAL GmbH („SMAL”).

SMAL is an international full-service design and development agency with offices in Munich, Amsterdam and San José. Since 2011, SMAL has been developing outstanding brands, products and services in the physical and digital space.

SMAL represents an important strategic extension for DEG due to its complementary services. SMAL and Ergosign will remain independent companies with their respective brands within DEG and will work together strategically and operationally in the joint group of companies in the future.

The founders of SMAL will remain with the company both as co-partners and in their operational roles. The parties have agreed not to disclose further details of the transaction.

Background:
HQIB is an investment company of the Harald Quandt family and a small number of selected (industrial) families and partners. HQIB invests in small and medium-sized companies in German-speaking countries that are active in established, future-oriented and technically demanding sectors with attractive growth potential.

act legal – with more than 350 professionals throughout Central Europe – offers act legal sophisticated national and international legal advice – the attractive alternative to large international law firms.

act legal Germany regularly and comprehensively advises HQIB on their transactions.

Advisors to HQIB:
act legal Germany: Dr. Fabian Brocke, LL.M. (Corporate/M&A), Dr. Nina Honstetter (Corporate, Labour Law); Marcus Columbu (Finance); Dr. Fabian Laugwitz MBA, LL.M. Eur. (Real Estate)
Ebner Stolz: Alexander Euchner; Wolfgang Klövekorn; Franz Günther (all Tax)

Intersaction, a private equity investor headquartered in the Netherlands, acquired all shares in Amberg Umwelt-Technik GmbH through its portfolio company BMAir Deutschland GmbH & Co. KG.

BMAir is one of Europe’s leading manufacturers of pressurized filter systems. The group follows an ambitious growth and internationalization strategy, in which the German market plays a key role. The transaction creates a new European market leader in the field of filter pressurization systems for the construction machinery.

Following the acquisition by BMAir, Amberg will continue its operational activities under its own brand. On an organizational level, Robin Veltman, managing partner at BMAir for 20 years, has been appointed as managing director together with Thomas Cronen, who successfully led Amberg Umwelt-Technik for many years as general manager and developed Amberg Umwelt-Technik into a German market leader. Both parties have agreed not to disclose further details of the transaction.

Background:

Intersaction invests with focus to niche and B2B companies with significant growth potential and an EBITDA of EUR 2-10 million. The acquisition of Amberg Umwelt-Technik was their first acquisition in the German market.

act legal – with more than 350 corporate and commercial lawyers across central Europe – offers demanding corporate clientele high-level, cross-border, or regional legal advice being the attractive alternative to major international law firms.

act legal Germany was recommended by a long term client and advised Intersaction/BMAir comprehensively in all matters of this transaction.

Advisors Intersaction/BMAir:

act legal Germany: Dr. Fabian Brocke, LL.M. (Corporate/M&A, lead partner), Maximilian Dieler (Corporate/M&A); Dr. Fabian Laugwitz, MBA, LL.M. Eur. (Real Estate); Marcus Columbu (Finance).

Financial & Tax | Ebner Stolz: Armand von Alberti; Lukas Benzinger

Notary: Anne Vins-Niethammer (Oppenhoff & Partner)