DF Deutsche Forfait AG invites bondholders to second bondholders’ meeting

• Bondholders to meet in Cologne on 19 February 2015
• Last hurdle on the way to restoring the company’s operational freedom to act

DF Deutsche Forfait AG (Prime Standard, ISIN: DE0005488795) has invited holders of its 2013/20 corporate bond (ISIN: DE000A1R1CC4) to the second bondholders’ meeting to be held in Cologne on 19 February 2015. The invitation was published in the Federal Gazette today, Wednesday, 4 February 2015. A first “vote without a meeting” held between 20 and 22 January 2015 failed to achieved the required minimum quorum of 50% of the bond capital. Bondholders will now again be given the opportunity to vote on the planned restructuring of the bond. The minimum quorum for the second meeting is 25% of the outstanding bond capital (EUR 7.5 million).
Says Frank Hock, Chief Financial Officer of DF Deutsche Forfait AG: “After our lending banks promised their support for the restructuring, as did our equity investors at the ordinary Annual shareholder Meeting, it is now up to our bondholders to clear the way for restoring the operational freedom to act of the company.”
To achieve this, the company proposes to reduce the coupon of the corporate bond from 7.875% to 2.0% for the remaining term and to grant bondholders option rights in return. For this purpose, the terms and conditions of the bond are to be amended to include the granting of option rights for the acquisition of shares in the company. These option rights are to be inseparably tied to the 2013/20 DF bond issues. Those bondholders exercising their options will be entitled to acquire 100 new shares at a price of EUR 1.25 per share for each bond with a nominal value of EUR 1,000.
During the past weeks, the banks declared bindingly that they would continue to provide the company with financial credit lines totalling EUR 40 million until 31 December 2016. A collateral of the financial credit lines is not included. This means that bondholders and banks would continue to rank equally.
The appropriateness of the consideration based on the above parameters has been confirmed by an opinion letter from accountants Ebner Stolz. Details on the option rights are provided in the invitation to the second bondholders’ meeting.
Items on the agenda include the amendment of the terms and conditions of the bond (agenda item 2.2) with regard to the interest rate cut against the granting of option rights, the election of lawyer Klaus Nieding as joint representative of all bondholders (agenda item 2.1) as well as the latter’s authorization (agenda item 2.3).
The proposed measures form part of a restructuring concept derived from a restructuring report “IDW S6”. According to this report, the company cannot be restructured if the interest rates on its debt capital are not reduced even if the other planned measures are implemented, as it would be unable to generate a sustainable return.
Bondholders are asked to register for participation in the bondholders’ meeting and the exercise of their voting rights with PR im Turm HV-Service AG, Römerstraße 72 – 74, 68259 Mannheim or by sending a fax to +49 621 7177213 or an e-mail to eintrittskarte@pr-im-turm.de no later than 18 February 2015 (incoming by 12:00 h) in order to shorten the process of checking the participation entitlement on the day of the bondholders’ meeting. The documents entitling bondholders to participate in the meeting are specified in the invitation (Nos. 5, 6 and 7). After receipt of the registration and the required documents, a voting card will be deposited for bondholders at the entrance to the bondholders’ meeting. The entitlement to participate in the bondholders’ meeting and to exercise the voting right is not dependent on prior registration.
Further information and the voting forms bondholders may use to cast their votes are available (in German only) at
https://www.dfag.de/investor-relations/anleihe.