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Corporate Governance – portrayed in the individual cultural and legal framework, from the standpoint of equity capital.

VIPsight is a dynamic photo archive, sorted by nations and dates, by and for those interested in CG from all over the world.

VIPsight offers, every month:
transparent and independent current information / comments / facts and figures on corporate governance locally and internationally,

  • written by local CG experts,
  • selected and structured by the Club of Florence,
  • financed by its initiator VIP and other sponsors with a background of “Equity and Advisory” interests.

VIPsight International

Article Index



Capital News


TUI AG: Close, but just taken the Curve

In mid-April, the TUI share came under a little pressure. This was due to an unexpected oversupply of shares.

In March 2023, the company announced the launch of a capital increase with subscription rights. The gross proceeds of the issue of approx. 1.8 billion EUR shall be used for repayment of WSF state aid and a significant reduction of the KfW credit lines to strengthen its balance sheet.

The issue comprised 328,910,448 new shares. Shareholders could subscribe to the new shares at a ratio of 8 new shares for 3 existing shares at the issue price of 5.55 EUR per new share. All shareholders? No, there was one noteworthy exception. Alexey A. Mordashov held 30.91% of the shares outstanding before the capital increase. This indirect holding via Uniform Limited and Servergroup LLC is subject to a loss of rights as a result of sanctions and under German securities law.

So Mr. Mordashov and persons or entities connected to him could therefore not participate in the rights issue and did not receive subscription rights. Hence, the rights issue excluded new shares attributable to Mr. Mordashov and persons or entities connected to him, and it was not secured through an underwriting commitment by a syndicate of banks.

In the end, not all plans worked out. But with a subscription quote of 90.884%, everyone involved in Hanover should have breathed a sigh of relief. What is more, a syndicate of banks successfully procured subscribers for all the 29.982.311 new shares not subscribed for in the subscription offer.

Hello TUI, welcome back as a normal capital-market-ready company!


LEONI AG: Gone with the Wind

When companies are overwhelmed by an almost unbelievable number of extraordinary problems, this can also be due to inadequate corporate governance or corporate culture. After all, this has already brought down former giants such as AEG, and since then there has been a steady stream of other examples, including more recently LEONI AG.

LEONIE had its fair share of corporate problems for executives and advisors to tinker with. Successful problem-solving looks different. However, this also means that investors could recognize the risks involved. The full extent of the disaster only became clear towards the end. After the failure of a half-baked spin-off plan for a business unit, the existence of the company was in jeopardy and an emergency solution had to be found. The end of the gambling period had also to be reflected on the balance sheet. In April the company announced that the ongoing preparation of the 2022 annual financial statements indicated that, due to significant impairments, a loss that consumes the capital stock will have definitively occurred for fiscal 2022. At the time, the company expected impairments in the high three-digit million EUR range.

The Executive Board of LEONIE will therefore convene an extraordinary shareholders´ meeting soon. Shareholders can already mark June 2nd in their diary when this meeting shall be held. This meeting has a special meaning because it will probably be the last one as a public company.

Due to the ongoing extraordinary challenges, LEONI entered into negotiations with its financing parties and Leoni´s main shareholder, Dipl.-Ing. Stefan Pierer, on a financial restructuring concept. The measures aim at a substantial reduction in the company´s debt and the provision of fresh liquidity, to be implemented based on the German Corporate Stabilization and Restructuring Act (Unternehmensstabilisierungs- und restrukturierungsgesetz).

According to the plan, a company indirectly held by Mr. Pierer would, after a simplified capital reduction of LEONI AG to 0 EUR, contribute 150 million EUR by way of a cash capital increase with a subsequent contribution in kind in return for the issuance of new shares in Leoni AG. In addition, this company is to take over financial claims against LEONI for 708 million EUR from its financing parties in return for a recovery instrument corresponding to an economic interest of 45%. These claims will be contributed to LEONI AG in the course of the capital increase by way of a contribution in kind. In the course of this capital increase, to which only the company indirectly held by Mr. Pierer is to be admitted, this company will become the new sole shareholder of LEONI AG.

The news caught many investors off guard. What is more, Leoni did announce the beginning of the implementation of this plan shortly afterward. So what is clear as of today is that the shareholder´s meeting on June 2nd is a zombie event. Yes, it´ll be an occasion to express frustration over what happened, but it´ll be meaningless for the company's future. Instead, the story sounds like a paradise for lawyers.


VARTA AG: Back to the Start

Experienced management does not even need much time to put a listed company on course for restructuring. After a failure in 2016, VARTA managed to go public in 2017. The share received strong advance praise and initially recorded a pleasing share price development. However, the joy didn´t last long, because soon there were the first signs of stress. This did not stop the share price from soaring to over 160 EUR per share until the rose-colored glasses of investors were cleaned with bad news. The information on the restructuring concept published in March almost reads like a list of deficiencies for the management.

VARTA reached an agreement with the financing banks and the majority shareholder on far-reaching restructuring measures. The short-term financing needs of the company are covered by a capital increase with gross proceeds of approximately 51 million EUR for VARTA. This amount is deemed to be sufficient to secure the further development of the company and enable its restructuring. The agreement also provides for an extension of the financing of VARTA until the end of December 2026 and changes the loan conditions. The restructuring includes an adjustment of production and structural costs, as well as investments in growth areas such as energy transition and e-mobility. Supplemented by measures to strengthen operations, this will create prerequisites for stabilizing the company. The measures also include cost savings in the personnel area.

At first glance, this sounds good. But wouldn´t it also make sense to strengthen controlling and corporate communication so that future problems can be identified earlier?

In any case, the restructuring did not dampen the optimism of shareholders. The share price is currently still almost at the level of the issue price at the IPO.


Pfeiffer Vacuum Technology AG: Major Shareholder Strengthens its Position

Pfeiffer Vacuum Technology AG concluded a domination and profit and loss transfer agreement between the company as the controlled entity and Pangea GmbH as the controlling company, with the consent of the Supervisory Board of Pfeiffer. Pangea is a wholly-owned subsidiary of Busch SE, which currently owns about 62.7% of the shares in Pfeiffer, while Busch SE owns an additional 0.96% of the shares in Pfeiffer.

The domination and profit and loss transfer agreement requires the consent of the AGM of Pfeiffer, which is planned for May 2, 2023, and the consent of the shareholders of Pangea. In the agreement, Pangea is offering to acquire the shares of the outside Pfeiffer shareholders in return for a cash compensation of 133.07 EUR per share. The cash compensation corresponds to the volume-weighted average stock market price of 133.07 per share calculated by BaFin in the relevant three-month period up to and including November 5, 2022. In addition, the domination and profit and loss agreement provides for an annual recurring compensation payment for the outsid.