DGAP-Adhoc: DF Deutsche Forfait AG announces details of the financial restructuring concept


DF Deutsche Forfait AG  / Key word(s): Capital Reorganisation

26.11.2014 12:23

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Ad-hoc announcement pursuant to § 15 WpHG

DF Deutsche Forfait AG announces details of the financial restructuring
concept

  - Offer to bondholders to exchange their bonds for shares in the context
    of a non-cash capital increase (debt-to-equity swap and capital
    increase I)

  - Proposal to reduce the nominal interest rate of the corporate bond
    2013/2020 to 2% p.a. in return for a consideration yet to be specified

  - Cash capital increase of up to 6.8 million shares in March/April 2015
    (capital increase II)

  - The lending banks have agreed to renew their credit lines and to assist
    in the restructuring by lowering interest rates on the condition that
    the other restructuring measures are implemented

  - Concept subject to bondholders' approval and the Annual General Meeting

Cologne, 26 November 2014 - In connection with the restructuring report 
"IDW S6 Sanierungsgutachten" finalised this morning, DF Deutsche Forfait AG
(Prime Standard ISIN: DE0005488795) announces the details of the company's
financial restructuring concept. The restructuring has become necessary due
to the fact that the company's operational capabilities were massively
restricted between February and October 2014 due to the listing on the
sanctions list of the US Office of Foreign Assets Control (OFAC).
Accordingly, the parent company, DF Deutsche Forfait AG, posted a loss of
approx. EUR 9.0 million for the first nine months of 2014 on the basis of
preliminary figures (previous year: profit of EUR 1.3 million). This has
greatly reduced the company's equity capital. As the company was removed
from the sanctions list on 16 October 2014 it can now implement its
established business model without any restriction whatsoever. To do this,
however, the equity base needs to be strengthened to improve the company's
risk-bearing capacity. At the same time, the company's financial expenses
have to be reduced in order to break even again as soon as possible given
the lower profitability during the relaunch phase. The company already has
letters of intent from shareholders, bondholders, potential new investors
and lending banks to share the restructuring measures listed below.The
proposed restructuring concept essentially consists of four components:

 1. Debt-to-equity swap through capital increase I

In a first step, the Board of Management will make an offer to all holders
of the corporate bond 2013/2020 to exchange their EUR 1,000 bonds against
cash or against shares of the company in the context of a capital increase
from authorised capital by up to EUR 3,400,000 through the issue of up to
3,400,000 new shares (par value: EUR 1.00) ("capital increase I"). The
conversion ratio of the EUR 1,000 bonds against shares, based on an
appraisal by Ebner Stolz Wirtschaftsprüfer, is expected to be announced
before the end of December together with the publication of the offer
following the bondholders meeting voting on this offer. Bondholders will
then be given the opportunity to submit their bonds for exchange via their
custodian bank.

 2. Interest rate reduction and consideration yet to be specified 

The Board of Management additionally proposes to its bondholders to decide
on the reduction of the nominal interest rate of the corporate bond
2013/2020 from 7.785% p.a. to 2.0% p.a. retroactively from May 2014 up to
their maturity on 27 May 2020. In return, the Board of Management offers
bondholders the possibility to exchange their conditional interest waiver
against a consideration yet to be specified as an alternative to the
debt-to-equity-swap (see 1. above); bondholder who hold a larger number of
bonds, demanding in return the purchase of shares. The details of this
exchange offer are still being elaborated and will be announced shortly.
The bondholders meeting voting on this offer is to be held before the end
of December 2014/ January 2015.

 3. Capital increase II

The Board of Management will propose to the ordinary Annual General Meeting
to pass a resolution on a cash capital increase by up to EUR 6,800,000
through the issue of 6,800,000 new shares (par value: EUR 1.00) with
pre-emption rights for shareholders ("capital increase II"). The Annual
General Meeting is currently scheduled for 15 January 2015. Capital
increase II would then be implemented in March/April 2015.

 4. Interest rate cut by lending banks 

Moreover, the lending banks of DF Deutsche Forfait AG have expressed their
general readiness to renew the credit lines in the amount granted prior to
the OFAC listing until 31 December 2016 on the condition that the other
restructuring measures are implemented. This also includes banks' readiness
to temporarily reduce interest rates to 1% p.a. in order to assist in
restructuring the company and help it recover quickly.

The present restructuring concept forms the basis of the restructuring
report ("IDW S6 Sanierungsgutachten") prepared by Andersch AG
Wirtschaftsprüfungsgesellschaft on behalf of the company. The report
confirms the company's going concern prospects on the condition that
measures aimed at strengthening the company's debt and equity base are
taken. Besides the measures outlined above, the report also contains the
requirement to raise approx. EUR 15 million in fresh debt capital by the
end of 2015.

Further information regarding the timing and the exact details of the
restructuring will be communicated continuously as things progress. To
facilitate the communication lines, all investors of the company are asked
to register in the mailing list at http://www.dfag.de/investoren-verteiler.

DF Deutsche Forfait AG

Christoph Charpentier
Kattenbug 18 - 24 
50667 Cologne
T +49 221 97376-37 
F +49 221 97376-60 
E investor.relations@dfag.de
http://www.dfag.de


26.11.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      DF Deutsche Forfait AG
              Kattenbug 18-24
              50667 Köln
              Germany
Phone:        +49 (0)221 - 973 76 0
Fax:          +49 (0)221 - 973 76 76
E-mail:       dfag@dfag.de
Internet:     www.dfag.de
ISIN:         DE0005488795, DE000A1R1CC4, 
WKN:          548879, A1R1CC
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, München, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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