euro adhoc: Thielert AG / Restructuring & Recapitalisations / Urgent liquidity problems addressed, changes in shareholder structure, restructuring measures initiated, management board changes anticipated, appeal lodged against nullity judgment (E)

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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09.04.2008

Hamburg - Since the beginning of March 2008, Thielert AG is threatened by an
urgent liquidity crisis, which was triggered by investments already made and
delays with the series delivery of airplane engines to airplane manufacturers.
Thielert Vermögensverwaltung GmbH (TVV), the sole shareholder of which is
Thielert AG´s CEO Mr. Frank Thielert, and further major shareholders have
therefore indicated their willingness to provide the Company with the following
financing:

Effective as of 4 April 2008 TVV has granted a subordinated loan in the amount
of approx. EUR 2.65 Mio. to Thielert AG. The loan becomes due for repayment on
14 March 2010. The funds originate from the sale of all 2,653,552 shares held by
TVV in Thielert AG at a price of EUR 1 per share to the shareholders Sputnik
Group Ltd., Pogan Invest Corp., Stichting Bewaarbedrijf Guestos (Fund Manager is
Global Opportunities Capital Asset Management B.V.), Drake Associates L.P. and
Butterfield Trust (Bermuda) Limited, which became effective on 4 April 2008. For
a period of two years Frank Thielert, through the seller TVV, retains a call
option with respect to these shares at an option price of EUR 8 per share
subject to certain conditions, which can be exercised on 28 March 2010 vis-à-vis
all purchasers and with respect to all shares.

The providing of the funds in the context of the aforementioned agreements is
part of a package of measures to resolve Thielert AG´s current liquidity crisis.
According to the management board, the Company will need approx. EUR 13.6 Mio.
to cover its liquidity needs until 30 June 2008. In addition to the
aforementioned loan by TVV, the Company´s existing banks today have granted new
credit lines in the amount of EUR 5.5 Mio. as well as previously agreed to
stand-still commitments with respect to existing credit lines, each subject to
certain conditions. Additionally, the aforementioned investors today subscribed
to EUR 1.6 Mio. of bonds issued by the Company to meet the short-term financial
needs of the Company. Subsequent bonds in the amount of EUR 3.9 Mio. may follow
subject to certain conditions.

The investors have also informed us that, subject to the Bundesanstalt für
Finanzdienstleistungsaufsicht issuing an exemption from the obligation to make a
mandatory tender offer, they intend to help the Company with the implementation
of a comprehensive restructuring concept. Inter alia, this would include a share
capital increase in cash through the issuance of up to 21,192,130 new shares at
a subscription price of EUR 1.15 per share, thereby raising up to EUR
24,370,949.50 of new equity for the Company. It is the investors´ intention,
subject to certain conditions, to subscribe for an amount of up to EUR 20 Mio.
(equaling approx. 17,391,304 new shares). This share capital increase in cash is
to cover the Company´s liquidity needs going forward which, according to the
management board, will require funds of EUR 20-24 Mio. to cover the period until
the end of the first quarter of 2009 when the management board expects the
Company to generate positive cash flows.

To make the implementation of the aforementioned restructuring measures
possible, the management board and the supervisory board today resolved to
convene an extraordinary shareholders´ meeting and to have it resolve on an
ordinary share capital increase with subscription rights in cash through the
issuance of up to 21,192,130 new shares at a subscription price of EUR 1.15 per
share, thereby raising up to EUR 24,370,949.50 of new equity.

In addition, the supervisory board has begun an active search for candidates to
replace the Company´s present CEO and CFO, who do not oppose this. In
particular, the present CEO Mr. Frank Thielert has agreed to continue to serve
on the management board as the company´s COO once a new CEO has been appointed.

As indicated in our ad-hoc-announcement of 6 March 2008, on 4 April 2008 the
Company has lodged an appeal against the District Court of Hamburg´s decision
declaring the annual financial statements of the Company for 2003, 2004, and
2005 to be void.

Further inquiry note:
Sebastian Wentzler
Leitung Unternehmenskommunikation
Telefon: +49 (37204) 696 1270
E-Mail: [email protected]

end of announcement euro adhoc
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emitter: Thielert AG
Helbingstraße 64-66
D-22047 Hamburg
phone: +49(37204)696-1270
FAX: +49(37204)696-1910
mail: [email protected]
WWW: http://www.thielert.com
sector: Machine Manufacturing
ISIN: DE0006052079
indexes: SDAX, CDAX, Classic All Share, Prime All Share
stockmarkets: regulated dealing/prime standard: Börse Frankfurt, free trade:
Börse Berlin, Börse Hamburg, Börse Stuttgart, Börse Düsseldorf,
Börse München
language: English

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