EnviTec Biogas AG

Prospectus • Jul 2, 2007

News Details

Corporate | 2 July 2007 11:14

EnviTec Biogas AG plans initial listing on July 12, 2007: Capital to be used for international expansion and research & development

EnviTec Biogas AG / IPO

Release of a Corporate News, transmitted by DGAP – a company of EquityStory

AG.

The issuer / publisher is solely responsible for the content of this announcement.

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– Up to 5,160,000 shares to be offered, including greenshoe option

– Price to range from EUR 42 to EUR 52

– Free float after IPO and fully exercised greenshoe option at around 34.4

percent

– Subscription period probably to run from July 2 to 11, 2007

Lohne/Frankfurt, Germany, July 2, 2007 – EnviTec Biogas AG (ISIN:

DE000A0MVLS8, SIN: A0MVLS), headquartered in Lohne in the German state of

Lower Saxony, today announced that it plans to have its shares listed in

the Prime Standard segment of the Official Market of the Frankfurt Stock

Exchange from July 12, 2007. The company, which is Europe’s leading

provider of biogas plants with an installed electrical connected load of

approx. 65.6 megawatts (as of March 31, 2007), intends to offer up to

5,160,000 no-par value shares. Of these, up to 3,000,000 shares stem from a

capital increase against cash contributions. Up to 1,487,000 shares will be

provided by the company’s founding families, von Lehmden, Ruhe, and Schulz,

who currently hold all shares in EnviTec through their holding companies.

In addition, they will also offer up to 673,000 shares under a greenshoe

option. After the IPO, the founders will indirectly hold a stake of approx.

65.6 percent in EnviTec Biogas. Olaf von Lehmden, CEO of EnviTec Biogas AG,

comments: ‘Biogas offers excellent opportunities. And we are just at the

beginning.’ In the 2006 financial year, EnviTec Biogas generated

consolidated revenues of EUR 100.7 million and EBIT of EUR 18.5 million.

The positive development of the company’s business continued in 2007: In

the first quarter of 2007, EnviTec tripled its revenues to EUR 32.8 million

(Q1/2006: EUR 10.9 million). EBIT increased from EUR 0.8 million in the

first quarter of 2006 to EUR 5.9 million in the first quarter of 2007.

Dresdner Kleinwort will act as lead manager, and Berenberg Bank and WestLB

will act as co-lead managers of the IPO. The price range has been set at

EUR 42 to 52 per share. The roadshow will commence today.

Use of funds

EnviTec intends to use the proceeds from the IPO to step up the

construction of biogas plants especially outside of Germany and to

self-operate more proprietary biogas plants together with partners in other

countries. Already today, EnviTec is represented through its own

subsidiaries, joint ventures or sales offices in the Netherlands, Italy,

the UK, Hungary, the Czech Republic, the Ukraine and India. In Belgium,

Croatia and Romania, the company is already in the process of planning and

constructing biogas plants. Olaf von Lehmden: ‘Our goal is to position

ourselves on the international markets today in order to be successful in

these markets tomorrow and beyond.’ We want to use the fresh capital from

the IPO to enhance our good starting position for the development of new

markets, among other things.’ The company also intends to step up its R&D

investments. In this context, EnviTec focuses on further increasing the

efficiency of its plants by processing fermentation waste. Already today,

the biogas plants constructed and managed by EnviTec in 2006 have an

average capacity utilization of more than 90 percent following the start-up

phase. Further R&D topics addressed by EnviTec include the gasification of

solids and the upgrading of biogas to natural gas quality. An additional

focus will be on the enhancement of a process that converts heat resulting

from the generation of biogas into electricity.

Pre- and post-IPO shareholder structure

Before the IPO, Lehmden Beteiligungs GmbH holds 50 percent, Ruhe

Verwaltungs GmbH holds 16.7 percent, and TS Holding GmbH holds 33.3 percent

of the shares of EnviTec Biogas. After the IPO, Lehmden Beteiligungs GmbH

will hold 35 percent, Ruhe Verwaltungs GmbH will hold 11.7 percent, and TS

Holding GmbH will hold 23.4 percent of the shares (without the exercise of

the greenshoe option). The free float will be approx. 29.9 percent. The

full exercise of the greenshoe option would result in the following

shareholder structure: Lehmden Beteiligungs GmbH: 32.8 percent; Ruhe

Verwaltungs GmbH: 10.9 percent; and TS Holding GmbH: 34.4 percent. The free

float would then be 34.4 percent. Lehmden Beteiligungs GmbH, Ruhe

Verwaltungs GmbH and TS Holding GmbH each undertook not to sell any shares

within a period of 12 months after the initial listing (hard lock-up), and

to sell shares in the 12 months after that only after the prior written

approval of the lead manager (soft lock-up).

In Germany, the shares will be offered by means of a public placement.

Internationally, the shares will be offered by means of a private placement

outside the United States. Interested investors will probably be able to

subscribe the shares from July 2 to 11, 2007. The offer period will

probably end at 12:00 noon (CET) for private investors and at 4:00 p.m.

(CET) for institutional investors. The specific terms and conditions of the

offer are contained in the prospectus which was approved by the Federal

Financial Supervisory Authority (BaFin) on June 29, 2007, and which has

been published on the company’s website at www.envitec-biogas.de .

EnviTec Biogas covers the entire value chain for the production of biogas –

including the planning and turnkey construction of biogas plants as well as

their commissioning. The company provides the biological and technical

service and also offers the full plant and operating management. In

addition, EnviTec also operates its own biogas plants. In Penkun, in the

German state of Mecklenburg-Western Pomerania, EnviTec is currently

constructing what it believes to be the world’s largest biogas park with an

electrical connected load of 20 MWel.

Disclaimer:

This publication constitutes neither an offer to sell nor an invitation to

buy securities. The shares of EnviTec Biogas AG (the ‘Shares’) may not be

offered or sold in the United States of America or to ‘U.S. persons’ (as

defined in Regulation S of the U.S. Securities Act of 1933 (the ‘Securities

Act’), as amended), nor may they be offered or sold on behalf of U.S.

persons unless they have been registered or are exempt from registration

under the U.S. Securities Act. No registration of the shares has been, or

will be made under the Securities Act, nor has an offer of the shares been

made or will an offer of the shares be made to the public outside of

Germany. The offer in Germany will be made exclusively by means of and on

the basis of a prospectus. The prospectus is available on the company’s

website at www.envitec-biogas.de. It is also available free of charge in

printed form at EnviTec Biogas AG, Industriering 10a, 49393 Lohne; at

Dresdner Bank Aktiengesellschaft, Jürgen-Ponto-Platz 1, 60301 Frankfurt am

Main; at Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354

Hamburg; and at WestLB AG, Herzogstraße 15, 40217 Düsseldorf.

Press contact:

Grit Pauli

HOSCHKE & CONSORTEN Public Relations GmbH

Phone: +49 40 36 90 50-31

E-Mail: g.pauli@hoschke.de

DGAP 02.07.2007

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