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)
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
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:
Telefon: +49 (37204) 696 1270
end of announcement euro adhoc
emitter: Thielert AG
sector: Machine Manufacturing
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