100 % FUTURE - ALNO
100 % FUTURE - ALNO
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