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ERWE Immobilien AG: ERWE Immobilien AG reaches
agreement with the elected joint representative of
the bondholders on a debt cut
Frankfurt (pta002/16.07.2023/15:50) -
ERWE Immobilien AG reaches agreement with the
elected joint representative of the bondholders on
a debt cut to € 7 million plus the deferred
interest payment; conditional backstop agreement
with investors from the group of major shareholders
for a total of € 12 million.
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Reduction of the nominal amount of the
2019/2023 Bonds to € 7 million and
subordination and waiver of interest from 10
June 2023, but subject to resolutions of the
Extraordinary General Meeting being
enforceable
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Subsequent payment of interest due as of
10 June 2023 in the amount of approximately
€ 1.5 million with resolution of the
Annual General Meeting of the Company on cash
capital increase
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Repayment of the € 7 million bond on
31 December 2023
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Investor from the group of major
shareholders guarantees repayment of the bond
and payment of the interest jointly and
severally with the company
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Immediate convening of the already
announced general meeting of shareholders to
pass a resolution on a capital reduction in a
ratio of 20 : 1 through the consolidation of
shares as well as a subsequent cash capital
increase of up to € 12 million; no
conversion of the bond into equity
capital
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Investors from the circle of the major
shareholder independently guarantee the full
capital increase
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Frankfurt/M., 16 July 2023. The Board of
Management of ERWE Immobilien AG (ISIN: DE000A1X3WX6)
has today signed a restructuring agreement with the
elected joint representative of the bondholders of
ERWE's 7.5% Bonds 2019/2023, which provides for a
debt haircut. Instead of the exchange of the bonds
into 6 million new shares of the company originally
offered by the company after a capital reduction in a
ratio of 20:1, the nominal amount of the bond will be
reduced to € 7 million; the bondholders will
thus waive the repayment of € 33 million for
restructuring purposes. No interest will be paid for
the last interest period from 10 June 2023. In
addition, the bond will be subordinated in a
qualified manner. The deferral of the interest
payment due on 10 June 2023 in the amount of
approximately € 1.5 million, which was resolved
by the bondholders in the vote without a meeting on
29 June 2023 until 2 July 2023, will be amended to
the effect that the interest payment will be paid in
arrears on the third banking day after the resolution
of the Extraordinary General Meeting of the Company
on the cash capital increase. The redemption of the
bond, reduced to € 7 million, will take place on
31 December 2023. Bond investors will thus receive a
redemption of € 175 per bond (in the nominal
amount of € 1,000) plus interest for the
interest payment period 10 December 2022 to 9 June
2023 (both inclusive).
An investor from the group of major shareholders
guarantees the timely repayment of the bond and the
subsequent payment of interest jointly and severally
with the company. An amount equal to the reduced
nominal amount and the interest to be paid in arrears
(together around € 8.5 million) will be paid
into the account of a notary until the respective
payment claim from the bond falls due.
The obligations of the joint representative of the
bondholders as well as of the Company to repay the
Bonds and of the Investor to secure the repayment of
the Bonds shall only arise if the General Meeting of
the Company validly resolves on the aforementioned
planned capital reduction and the cash capital
increase of up to € 12 million and if these
resolutions are enforceable.
ERWE will now immediately convene the already
announced Extraordinary General Meeting of
shareholders to pass a resolution on a capital
reduction at a ratio of 20 : 1 by consolidating
shares and a subsequent cash capital increase of up
to € 12 million. The originally planned
conversion of the bond into equity will no longer
take place.
Parallel to the agreement with the joint
representative, the Company has also reached an
agreement with various investors from the circle of
the major shareholder, each acting individually, on
subscription guarantees in the form of so-called
backstop commitments. Each of the investors
irrevocably undertakes vis-à-vis the Company,
as soon as it is offered a fixed portion of the total
amount of up to 12,000,000 new shares from the
planned cash capital increase, to subscribe for these
shares at the issue price of € 1.00 per new
share. The subscription obligation relates in total
to all 12,000,000 new shares from the cash capital
increase. In return, the Company undertakes to tender
to the investors, in accordance with their takeover
quota, all new shares from the planned cash capital
increase in respect of which the beneficiaries have
not exercised their subscription rights by the end of
the subscription period. The obligations of the
investors to fulfil their equity commitments are
subject to the condition precedent that, inter alia,
(i) the joint representative vis-à-vis the
Company has reached an agreement on the debt haircut,
including the amendments to the terms and conditions
of the Bonds required for this purpose (if any). (ii)
the Annual General Meeting of the Company validly
resolves on the planned capital reduction in a ratio
of 20:1 and the planned cash capital increase of up
to € 12 million and these resolutions are
enforceable; (iii) certain lenders of ERWE Group have
agreed to the postponement of maturities and further
amendments of their existing financing or have agreed
to further payments under their loan agreements. (iv)
an Independent Business Review is submitted by the
consulting firm Dr. Wieselhuber & Partner GmbH,
which, at the time the other conditions are met,
demonstrates to the satisfaction of the respective
investor the ability of the Company and the ERWE
Group to be restructured as well as the suitability
of the restructuring measures aimed at with the
restructuring concept for the sustainable
restructuring of the Company and the ERWE Group; and
(v) there are no grounds for filing for insolvency
with respect to the Company and its material
subsidiaries.
Contacts for enquiries:
german communications AG
Jörg Bretschneider
Milchstr. 6 B
20148 Hamburg
T. +49-40-4688330, F. +49-40-46883340
presse@german-communications.com
ERWE Immobilien AG
Hans-Christian Haas
Herriotstraße 1
60528 Frankfurt
T.+49-69-96 376 869-25, F. +49-69 96 376
869-30
h.haas@erwe-ag.com Emitter: ERWE Immobilien AG
Adresse: Herriotstraße 1, 60528 Frankfurt
Country: Germany
Contact person: Hans-Christian Haas
Tel.: +49 69 96376869 25
Email: h.haas@erwe-ag.com
Website: www.erwe-ag.com
ISIN(s): DE000A1X3WX6 (Aktie)
Exchanges: Free Market in Berlin, Free Market
in Dusseldorf, Scale in Frankfurt, Free Market in
Stuttgart, Open Market in Tradegate
Quelle:
https://www.pressetext.com/news/20230716002
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