DGAP-Adhoc: Pfleiderer AG: Pfleiderer and creditors sign contracts on financial restructuring

Pfleiderer AG  / Key word(s): Capital Reorganisation

12.05.2011 20:14

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

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Neumarkt, May 12, 2011 - Pfleiderer AG (ISIN DE 0006764749) has agreed with
its creditors on the financial details of the Group's restructuring and has
signed the relevant contracts. The contents of the contracts are in
accordance with the key points announced on April 26, 2011. They include
the creditors' waiver of their claim to financial receivables (excluding
the Eastern Europe financing group) equal to 40 percent of the utilized
credit lines, plus part of the accrued interest and fees. This represents
an amount of approximately 380 million euros.

Furthermore, the creditors will provide Pfleiderer with an additional
credit line of 100 million euros in May 2011 in the form of a first-lien
secured loan ('super senior'). Half of the super senior loan is to be
repaid after the capital changes have been carried out.

The Executive Board and the Supervisory Board will recommend to the
shareholders at an extraordinary shareholders' meeting, which will probably
be held in the second half of July 2011, that a massive capital reduction
be carried out in a magnitude that will result in the shareholders holding
initially only approximately 1 percent of Pfleiderer's share capital. As
part of the capital increase they can increase their stake to up to 16%. In
order to regain a sound equity base, a capital increase will then be
carried out against cash contributions in which funds of up to 100 million
euros are to be raised. Of that total, 60 million euros is to be
contributed by the creditors and 40 million euros is to be contributed by
the shareholders of Pfleiderer AG or by other third parties. The creditors
are also prepared to provide a further first-lien loan ('super senior') in
the amount of that portion of the capital increase of up to 40 million
euros that is not contributed by the shareholders or other third parties,
so that the planned cash inflow of 100 million euros is in any case
guaranteed.

When the capital increase is completed, the creditors are to hold at least
80 percent of the increased share capital of Pfleiderer AG. This proportion
may increase to the extent that existing old shareholders or third parties
do not subscribe to the shares allocated to them in the capital increase.
The majority shareholding reflects the significant waiver of receivables
and the guarantee of the cash inflow through the super-senior loan of up to
40 million euros. The shareholders can increase their stake in the
company's share capital by up to 15 percent from 1 percent to up to 16
percent by subscribing to the portion of the capital increase which is
assigned to them against cash contributions of up to 40 million euros. The
holders of the hybrid bond issued in 2007 with a nominal volume of 275
million euros are to fully waive their rights and in return will hold 4
percent of the company's share capital after the capital increase.
Including the accrued unpaid interest, this amounts to further debt relief
of approximately 340 million euros.

Those creditors that waive 40 percent of their receivables but do not wish
to participate in the capital increase will receive bonds with warrants
that can be converted into shares under certain conditions.

The creditors have made the planned debt relief subject to the condition
that both the bondholders and the shareholders agree to the steps to be
taken without any qualifications in separate meetings. The measures
described above will lead to a significant reduction in the Pfleiderer
Group's debt and to the restoration of a sound equity base.


Contact:
Lothar Sindel
Vice President Investor Relations 
Tel.: +49 (0)9181 28 8044
Fax:  +49 (0)9181 28 606
E-mail: lothar.sindel@pfleiderer.com




12.05.2011 DGAP's 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:      Pfleiderer AG
              Ingolstädter Straße 51
              93218 Neumarkt
              Deutschland
Phone:        +49 (0)9181 28 - 8044
Fax:          +49 (0)9181 28 - 606
E-mail:       lothar.sindel@pfleiderer.com
Internet:     www.pfleiderer.com
ISIN:         DE0006764749
WKN:          676474
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Hamburg, München, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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