Ad-hoc | 28 May 2004 17:11

aap Implantate AG: Financing concept agreed

Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– aap Implantate AG: Financing concept agreed aap, banks and investors reach agreement/Liquidity made available/New Board member strengthens management/Extraordinary value adjustments are the hallmark of annual financial statements for 2003 aap concluded agreements today with a group of German and Swiss financial investors and its existing committed banks on a reconstruction and recapitalization of the company. Subject to approval of the capital measures by the annual shareholders’ meeting, to successful implementation of the capital increase and to approval of it by the German regulatory authority BAFin, the agreements reached between the company, banks and investors will overcome aap’s financial crisis and provide the company with fresh liquidity. The concept is based for one on a guarantee by the investors to fund a capital increase in cash for the company of at least EUR 8 million and a maximum of EUR 10 million at a share price of EUR 1.00. Shareholders’ stock options rights will be upheld in connection with the capital increase. Further details will be announced shortly. In addition, the investors will shortly provide an EUR 800,000 bridging loan to keep the company solvent until the capital increase. In return, aap undertakes to pay off its existing bank loans of nearly EUR 11 million from the banks at a reduced rate of approx. EUR 5 million once the capital increase in cash has been successfully implemented. Along with the financial consolidation the company will be making personnel changes. Oliver Bielenstein, previously a partner in Ernst & Young AG, Switzerland, has joined the Board as the new CFO. Uwe Ahrens, the company’s founder and CEO, will retain his role. Bruke Seyoum Alemu, the previous CFO, will in future be in charge of sales and marketing on the Management Board. Changes in membership of the Supervisory Board are envisaged and are likely to be announced with the invitation to attend the annual shareholders’ meeting. As a part of the negotiations with investors, the Management Board has drawn up a consolidation concept that provides for a number of strategic adjustments as a precondition for the recapitalization commitment. These strategic adjustments led to additional value adjustment requirements in the company’s balance sheet, but none with an effect on liquidity. These value adjustments apply mainly to intangible assets, with the result that the provisional consolidated net loss for fiscal 2003 as announced in April will increase to EUR 15.4 million. Consolidated equity capital as at Dec. 31, 2003 totaled EUR 6.3 million and the equity ratio was around 23%. Once the capital increase has been implemented, the company’s equity before consolidation profits will increase to more than EUR 14 million. The consolidated annual financial statement 2003 along with the management report is available on the company’s website as of today. The report for the first quarter of 2004 will be published on June 11, 2004, and the annual shareholders’ meeting will probably be held in July 2004. end of ad-hoc-announcement (c)DGAP 28.05.2004 ——————————————————————————– WKN: 506660; ISIN: DE0005066609; Index: Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin- Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart 281711 Mai 04