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. --------------------------------------------------------------------------- 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 --------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------
DGAP-Adhoc: DF Deutsche Forfait AG announces details of the financial restructuring concept
| Source: EQS Group AG