100 % FUTURE - ALNO
100 % FUTURE - ALNO
100 % FUTURE - ALNO
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149<br />
The item relating to auditing services for the financial statements includes fees for the legally mandatory<br />
auditing of the single-entity and consolidated financial statements of <strong>ALNO</strong> AG as of December 31,<br />
2010, and for the auditing of the dependent company report pursuant to Section 313 of the German<br />
Stock Corporation Act (AktG) for the 2010 fiscal year.<br />
The “other certification services” primarily include expenses for the preparation of a letter of comfort<br />
as part of the capital increase that was planned in autumn 2010, but which was eventually postponed<br />
until 2011.<br />
Tax consultancy services include costs for current tax consulting.<br />
Other services relate to accountancy consultancy services.<br />
O. EVENTS AFTER THE BALANCE SHEET<br />
DATE<br />
RESTRUCTURING AGREEMENT II AND SUCCESSFUL CONCLUSION OF THE CAPITAL<br />
INCREASE THAT WAS LAUNCHED IN 2010<br />
On February 9, 2011, the company, the consortium banks, Küchen Holding GmbH, Munich, IRE<br />
Beteiligungs GmbH, Stuttgart, Bauknecht Hausgeräte GmbH, Stuttgart, and Starlet Investment AG,<br />
Nidau/Switzerland, concluded a further restructuring agreement that supplements the agreement<br />
was concluded in April 2010. In this connection, all parties committed themselves to restructuring<br />
contributions that are to reach a total minimum level of EUR 70 million over the course of 2011.<br />
Consolidated equity will undergo a sharp improvement once the measures that have been regulated<br />
in the new restructuring agreements have been successfully implemented.<br />
Investors and shareholders issued subscription guarantees totaling EUR 20.0 million when the capital<br />
increase, which was postponed in November 2010, was resumed. This rights issue from authorized<br />
capital was resumed in February 2011, and was successfully concluded on March 3, 2011. A total<br />
of 8,698,326 new no par value ordinary bearer shares (no par shares), each with a nominal amount<br />
in the share capital of EUR 2.60, were issued. The issue price was EUR 3.00. As a consequence, the<br />
company generated total gross issue proceeds of EUR 26.1 million, and the share capital increased<br />
by EUR 22,615,647.60 to EUR 67,846,945.40. The capital increase was entered in the commercial<br />
register on March 4, 2011.<br />
Starlet Investment AG has obligated itself to relieve the <strong>ALNO</strong> Group of trade payables due to<br />
Bauknecht Hausgeräte GmbH, and to associate companies of Bauknecht Hausgeräte GmbH, to<br />
an amount of at least EUR 25.0 million. With respect to a partial amount of EUR 12.5 million, this<br />
is to occur by May 31, 2011, by way of a waiver, or by depositing the receivables as a non-cash<br />
capital contribution into the capital reserve of <strong>ALNO</strong> AG. With regard to a further partial amount of<br />
EUR 12.5 million, this is to occur through contributing these receivables as part of a capital increase<br />
against non-cash capital contributions, to the extent that this partial amount is of value. The obligation<br />
is subject to the suspensive condition that the capital increase is performed successfully with<br />
gross issue proceeds of at least EUR 20.0 million, and that the capital increase is entered in the<br />
commercial registere by May 30, 2011; and, with regard to the further partial amount that is to be<br />
contributed as part of a capital increase against non-cash capital contributions, additionally under<br />
the suspensive condition that <strong>ALNO</strong> AG, IRE Beteiligungs GmbH and Küchen Holding GmbH satisfy<br />
certain co-operation obligations relating to the coming into existence and performance of the capital<br />
increase against non-cash capital contributions (in particular, through corresponding exercising of<br />
voting rights at the Shareholders’ General Meeting), as well as with regard to the contribution of<br />
the partial amount of receivables. If, and to the extent, that the contribution of the further partial<br />
amount of EUR 12.5 million has not occurred by December 31, 2011, Starlet Investment AG has<br />
obligated itself to waive these receivables for the company and its associated companies by way<br />
of deposit into the company’s capital reserve at the latest by, and with effect of, December 31,