DGAP-Adhoc: Pfleiderer AG: Pfleiderer discloses key points of concept for financial restructuring

Pfleiderer AG  / Key word(s): Restructure of Company

26.04.2011 07:34

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, April 26, 2011 - In the form of a so-called posting, Pfleiderer
AG (ISIN DE 0006764749) sent the preliminary agreements for the Group's
financial restructuring to its creditors. These draft contracts are based
on intensive negotiations between Pfleiderer AG and its creditors'
negotiating committee, which continued until shortly before the posting. In
this context, Pfleiderer has disclosed the following key points of the
current status of the restructuring concept:

It is planned that the creditors will waive their claim to a part of their
financial receivables (excluding the Eastern Europe financing group) equal
to 40 percent of the respective utilized credit lines, plus part of the
accrued interest and fees.

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
only approximately 1% of Pfleiderer's shares after the other capital
changes. 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 be higher if neither the existing old shareholders nor third parties
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 subscribing to the portion of the capital increase which
is assigned to them against cash contributions of up to 40 million euros by
up to 15 percent from 1 percent to up to 16 percent. 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.

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.

All details are still preliminary and subject to the creditors' approval
and the signing of the respective agreements, which is anticipated for the
middle of May 2011. Pfleiderer cannot preclude the possibility of changes
in the draft agreements because they are now being reviewed by the various
banks and other creditors. The implementation of the restructuring concept
also requires the approval of the holders of the hybrid bonds and the
shareholders, and certain other conditions must be fulfilled. The
restructuring is also intended to lead to a substantial reduction in the
Pfleiderer Group's debt and to the restoration of an adequate 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




26.04.2011 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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