The good prospects are based on the all-embracing ... - ALNO AG

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ConsoLidatEd FinanCiaL statEmEnts | EvEnts aFtER thE CLosinG datE
IMPleMeNTaTIoN of a loNG-TerM CaPITalIZaTIoN aNd
fINaNCIal CoNCePT
Since late 2011, the Board of Management has been work-
ing on the implementation of a long-term capitalization and
financial concept. <strong>The</strong> main pillars of this concept <strong>are</strong> the
conclusion of a further restructuring agreement by mid-July
2012 at the latest and a capital increase in autumn 2012.
This restructuring agreement III will provide for further con-
tributions by the main sh<strong>are</strong>holders Küchen Holding GmbH,
Munich, and IRE Beteiligungs GmbH, Stuttgart, as well
as by the main banks financing the ALNO Group and the
supplier Bauknecht Hausgeräte GmbH, Stuttgart. Among
other things, the contributions by Bauknecht Hausgeräte
GmbH, Stuttgart, also include an extension of payment
deadlines to ensure that the liquidity of the ALNO Group
remains assured until the restructuring agreement III and
capital increase have been implemented in autumn 2012.
Conclusion of the restructuring agreement III will significantly
improve Group equity and permit full repayment of
the main banks. Repayment of the banks' financing with
the aid of old and new investors is an essential prerequisite
for the scheduled capital increase, which will be part of the
restructuring agreement III.
Existing bank loans payable by the ALNO Group will be
taken over and repaid by old and new investors in the first
stage of the restructuring agreement III. This stage will in
part be financed through a bond issue by ALNO AG. In
this way, the existing accounts payable to banks will be
reduced to less than 10%.
<strong>The</strong> second stage involves increasing the sh<strong>are</strong> capital of
ALNO AG and must be decided by the Annual General
Meeting in August 2012. This capital increase is to be
effected through both cash and non-cash contributions.
<strong>The</strong> non-cash contribution will take the form of a "debt-toequity
swap" in which the loan receivables taken over by
old and new investors <strong>are</strong> paid in, insofar as they <strong>are</strong> not
financed through the aforementioned bond. Since the collateral
provided to date will be released through repayment
of the existing sums payable to banks, it can be used to
take out new loans in the future, insofar as it is not needed
for issuing the bond.
<strong>The</strong> Board of Management is already conducting specific
financial talks with banks which have not provided funding
to date. <strong>The</strong> liquidity provided by these new bank loans
will be used to finance the ALNO Group's planned growth,
especially in other countries. A funding commitment by
these new banks is scheduled to coincide with the conclusion
of restructuring agreement III.
<strong>The</strong> Group's factoring volume is to be further increased
by another EUR 15 million through the sale of accounts
receivable by ALNO AG.
In addition, the Board of Management is holding out the
option of applying for a guarantee furnished by the Land
government of Baden-Württemberg following the conclusion
of restructuring agreement III which would open up
further potential for financing.
In mid-May 2012, ALNO AG's Board of Management
obtained written, non-binding declarations of intent from
the main sh<strong>are</strong>holders, the main supplier Bauknecht Hausgeräte
GmbH and both old and new investors confirming
their support for the long-term capitalization and financing
concept outlined above. <strong>The</strong>se declarations of intent <strong>are</strong>
to be transformed into a binding restructuring agreement III
by mid-July 2012, together with the planned restructuring
contributions of the main syndicate banks.
uPdaTe of <strong>The</strong> orIGINal reorGaNIZaTIoN assessMeNT
of 24 JuNe 2010 BY PrICeWaTerhouseCooPers
PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft
("PwC") was retained in early 2010 to prep<strong>are</strong> a reorganization
assessment for the ALNO Group in accordance
with statement IDW S6 of the German Institute of Auditors.
In their assessment of 24 June 2010, PwC confirmed the
ALNO Group's prognosis as a going concern as long as
financing is assured in accordance with the restructuring
agreement I of 23 April 2010 and as long as the required
measures <strong>are</strong> implemented within the framework of the
corporate planning.
In spring 2011, PwC was requested to update their reorganization
assessment for the ALNO Group. In the updated
reorganization assessment of 13 May 2011, PwC found
that the ALNO Group is fully financed so far as could be
established at that time and subject to certain conditions,
and that there were no changes as regards the statements
made in the reorganization assessment of 24 June
2010. However, PwC did point out that the ALNO Group's
restructuring would take longer than had been planned in
the previous year.
In November 2011, PwC was mandated to undertake an
update of their reorganization assessment for the ALNO