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100 % FUTURE - ALNO

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150<br />

2011, unless the capital increase against non-cash capital contributions fails to occur due to an<br />

infringement on the part of <strong>ALNO</strong> AG, IRE Beteiligungs GmbH and Küchen Holding GmbH against<br />

their co-operation duties.<br />

Under the suspensive conditions that the capital increase is successfully performed with gross issue<br />

proceeds of at least EUR 20.0 million, and that the capital increase is entered in the commercial<br />

register by May 30, 2011, and that the <strong>ALNO</strong> Group is relieved of trade payables of at least EUR<br />

25.0 million by Starlet Investment AG, <strong>ALNO</strong> AG and Bauknecht Hausgeräte GmbH have agreed to<br />

reduce the existing overdraft facility to zero. The consortium banks have agreed to this reduction.<br />

Küchen Holding GmbH has obligated itself to relieve the <strong>ALNO</strong> Group of loan liabilities to the<br />

consortium banks in an amount of EUR 25.0 million. In the first step, and at the option of Küchen<br />

Holding GmbH, this relief is to occur either by way of purchase of receivables with full discharge of<br />

the debtor, or through other agreements that lead to the same economic result for the consortium<br />

banks. In the instance of the purchase of the receivables, Küchen Holding GmbH intends in a second<br />

step to contribute the valuable portion of the receivables acquired from the consortium banks as<br />

a non-cash capital contribution to the company as part of a capital increase against non-cash<br />

capital contributions by December 31, 2011. The obligation on the part of Küchen Holding GmbH<br />

is subject to the suspensive conditions that the capital increase is successfully performed with gross<br />

issue proceeds of at least EUR 20.0 million, that the capital increase is entered in the commercial<br />

register by May 30, 2011, that the <strong>ALNO</strong> Group is relieved of trade payables by Starlet Investment<br />

AG, and that certain co-operation duties are satisfied by <strong>ALNO</strong> AG, IRE Beteiligungs GmbH and<br />

Starlet Investment AG with regard to the realization and performance of the capital increase against<br />

non-cash capital contributions (in particular, through corresponding exercising of voting rights at the<br />

Shareholders’ General Meeting), as well as with regard to the contribution loan receivables. If, and<br />

to the extent that, the contribution of the loan receivables has not occurred by December 2011,<br />

31, Starlet Investment AG has obligated itself to waive these receivables for the company and its<br />

associated companies by way of deposit into the company’s capital reserve at the latest by, and<br />

with effect of, December 2011, unless the capital increase against non-cash capital contributions<br />

fails to occur due to an infringement on the part of <strong>ALNO</strong> AG, IRE Beteiligungs GmbH and Küchen<br />

Holding GmbH against their co-operation duties.<br />

The consortium banks have obligated themselves to conclude the agreements with Küchen Holding<br />

GmbH that are requisite for the relieving of the <strong>ALNO</strong> Group of loan receivables. This obligation is<br />

subject to the suspensive conditions that the capital increase is performed successfully with gross<br />

issue proceeds of at least EUR 20.0 million, that the capital increase is entered in the commercial<br />

register by May 30, 2011, and that the <strong>ALNO</strong> Group is relived of the aforementioned trade payables<br />

by Starlet Investment AG. The consortium banks have also declared their waiver of the debtor<br />

warrant as granted by <strong>ALNO</strong> AG as part of Restructuring Agreement I. This waiver is subject to the<br />

suspensive condition that the capital increase is performed with gross issue proceeds of at least EUR<br />

20.0 million, and that it is entered in the commercial register by May 30, 2011. The second waiver<br />

of EUR 10.0 million arising from Restructuring Agreement I that was concluded on April 23, 2010<br />

was cancelled as part of this agreement under the suspensive condition that the capital increase is<br />

performed with gross issue proceeds of at least EUR 20.0 million, that the capital increase is entered<br />

in the commercial register by May 30, 2011, and that the <strong>ALNO</strong> Group is relieved of trade payables<br />

in an amount of at least EUR 25.0 million by Starlet Investment AG. A further extension of the loan<br />

terms until December 31, 2010 will be examined in a favorable light under further terms whereby a<br />

restructuring survey to be compiled by Pricewaterhouse Coopers AG Wirtschaftsprüfungsgesellschaft<br />

for <strong>ALNO</strong> AG issues a positive forecast relating to the company’s continued existence, and<br />

that the capital increase is entered in the commercial register by May 30, 2011. Under these terms,<br />

the consortium banks will also support <strong>ALNO</strong> AG in its application for a federal state guarantee.<br />

Finally, and as part of the Restructuring Agreement II, the company obligates itself, at corresponding<br />

written request by Küchen Holding GmbH, which must be submitted to the company by December<br />

31, 2011, to issue convertible bonds from conditional capital under exclusion of subscription rights<br />

for the company shareholders to majority shareholders in Küchen Holding GmbH or to third parties

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