09.01.2015 Views

100 % FUTURE - ALNO

100 % FUTURE - ALNO

100 % FUTURE - ALNO

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

65<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 released from the aforementioned trade<br />

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

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

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

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

second waiver of EUR 10.0 million arising from Restructuring Agreement I that was concluded<br />

on April 23, 2010 was cancelled as part of this agreement under the suspensive condition that<br />

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

capital increase is entered in the commercial register by May 30, 2011, and that the <strong>ALNO</strong> Group<br />

is relieved of trade payables in an amount of at least EUR 25.0 million by Starlet Investment AG. A<br />

further extension of the loan terms until December 31, 2010 will be examined in a favorable light<br />

under further terms whereby a restructuring survey to be compiled by Pricewaterhouse Coopers AG<br />

Wirtschaftsprüfungsgesellschaft for <strong>ALNO</strong> AG issues a positive forecast relating to the company’s<br />

continued existence, and that the capital increase is entered in the commercial register by May 30,<br />

2011. Under these terms, the consortium banks will also support <strong>ALNO</strong> AG in its application for a<br />

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<br />

to be nominated by Küchen Holding GmbH. When converted, these convertible bonds will entitle to<br />

the subscription of shares to a level of up to 10% of the company’s share capital. Küchen Holding<br />

GmbH has obligated itself to pledge that these convertible bonds will be subscribed for.<br />

<strong>ALNO</strong> AG has obligated itself to the consortium banks to solicit the support of professional consultants<br />

for its further restructuring.<br />

The restructuring agreements presented above are regarded as an integral component of the Group<br />

restructuring, and consequently as an elementary basis for the further realization of the planned<br />

restructuring measures.

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!