100 % FUTURE - ALNO
100 % FUTURE - ALNO
100 % FUTURE - ALNO
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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.