EANS-Adhoc: ESCADA AG announces public exchange offer for bond holders - nearly all pre-conditions for successful realization of restructuring meanwhile fulfilled
ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
Bond exchange
26.06.2009
Munich, June 26, 2009 - Today ESCADA AG will publish the public exchange offer for the bond holders of the 2005/2012 outstanding bond (total nominal value: 200 million euros, interest rate 7.5% p.a.). The company will furthermore announce that nearly all pre-conditions for the successful realization of the financial restructuring have meanwhile already been fulfilled.
Under the offer, for every 1,000 euros nominal amount of the old bond each bond holder exchanges (closing price on June 25, 2009: 29.5%), the bond holder will receive a new bond (Part I) with a nominal value of 250 euros (interest rate of 10% p.a. and semi-annual payment of accrued interest in cash, maturity: July 2014) and a new bond (Part II) with a nominal value of 125 euros (interest rate 17.5% p.a., semi-annual, maturity July 2016). The interest accrued on the bond (Part II) will accumulate and be paid out in total upon maturity.
Holders of the old bond who accept the public exchange offer within the early-bird period which ends on Tuesday, July 14, 2009, will additionally receive a cash payment of 25 euros for every 1,000 euros nominal value held in the old bond. As a result, the nominal exchange value of the three components equals 400 euros for every 1,000 euros in the old bond if the exchange is made by Tuesday, July 14, 2009.
The new bond (Part I and Part II) will be secured by security interests in the ESCADA brand, in the shares in key ESCADA companies as well as in inventory and receivables of the ESCADA subsidiary in the USA. The old bond is not secured.
By accepting the exchange offer, the bond holders at the same time approve amendments to the conditions of the old bond, eliminating substantially all the restrictive covenants. These changes in the bond's conditions also apply to those holders who will not accept the exchange offer.
The conditions of the public exchange offer provide for a minimum acceptance ratio of 80% (referenced to the total nominal value of the old bond). The exchange period starts on Monday, June 29, 2009 and extends until the end of Friday, July 31, 2009, 3:00 p.m. CEST. The early tender deadline is on Tuesday, July 14, 2009 at 3:00 p.m. CEST.
For further details, please refer to the corresponding prospectus,
which will be available in due course from the company's website
following its approval by the German Federal Financial Supervisory
Authority ("BaFin" - Bundesanstalt für
Finanzdienstleistungsaufsicht).As already announced on April 23, 2009 the Group's financial restructuring also entails a capital increase with subscription rights with gross cash proceeds of at least 29 million euros. The company has received conditional financing and subscription commitments from members of the Board of Management, the existing equity holders 'BO-DO Vermögensverwaltung GmbH' (shareholder: Wolfgang Herz) and 'MPS Erste Vermögensverwaltung GmbH' (shareholder: Michael Herz), the existing shareholder Bestinver Gestión S.A. as well as a new investor, which taken together would ensure gross proceeds of at least 29 million euros. The financing commitments are specifically conditional on the bond exchange offer reaching the minimum acceptance ratio of 80%.
In addition, ESCADA AG and HypoVereinsbank, Munich, have agreed, on condition that the exchange offer and the capital increase are completed successfully, to maintain the existing bank guarantee line of 13 million euros.
As another component of the restructuring plan the company has also received the binding statement from the German tax authorities, that any recapitalization gains of ESCADA AG, which the company expects in the event of a successful financial restructuring, will not be liable to taxation.
To cover the Group's short-term liquidity requirements and secure liquidity until the completion of the financial restructuring and beyond, the Board of Management has, with the approval of the Supervisory Board, decided to sell the receivables from the proceeds of the license agreement with Procter & Gamble along with rights, in particular in the ESCADA trademark class 3 (ESCADA fragrances and cosmetics), to Zadafo Verwaltungs GmbH. Messrs. Michael and Wolfgang Herz hold an indirect stake in this company. A first installment of 15.5 million euros has already been received, a further intake of 1.5 million euros is expected within the following months. The rights in the ESCADA trademark other than class 3 remain unaffected by this transaction.
end of announcement euro adhoc
Further inquiry note:
Investor Relations
Yara Kes
Tel.: +49 (0) 89 9944 1336
E-mail: yara.kes@de.escada.com
Presse:
Frank Elsner Kommunikation für Unternehmen GmbH
Frank Elsner
Tel.: +49 - 54 04 - 91 92 0
Email: info@elsner-kommunikation.de
Bond holders:
Thomson Reuters
Melina Bobbio, Ellis Farrell
Info-Hotline Germany: +49 69 7565 1010
Info-Hotline Great Britain: +44 207 542 -9013 / -8775
Mail: anleihe@de.escada.com
Website: www.escada-anleihe.com
This information does not constitute a prospectus. The exchange offer in Germany
is made exclusively on the basis of the prospectus, which contains the
information for investors required under statutory provisions and which is
available on the websites of ESCADA AG (http://investor-relations.escada.com)
and the information agent Thomson Reuters (www.escada-anleihe.com); print copies
may be requested free of charge from ESCADA AG (Einsteinring 14-18, 85609
Aschheim/Munich, Germany).
The prospectus prepared for the planned subscription offer will be published
with the start of the subscription period in Germany and will then be available
free of charge from ESCADA AG (Einsteinring 14-18, 85609 Aschheim/Munich,
Germany).
This press release is not an offer for sale of securities in the United States.
Securities may not be sold in the United States absent registration with the
United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended. ESCADA AG does
not intend to register any part of any offering in the United States or to
conduct any public offering of securities in the United States.
This communication is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). The securities are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire
such securities will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on this document or any of its
contents.
The exchange offer is not extended to any persons (natural or legal) resident in
the Republic of Italy.
The exchange offer is not being made, directly or indirectly, in the Republic of
Italy. The exchange offer and the prospectus have not been submitted to the
clearance procedure of the Commissione Nationale per le Societa e la Borsa
("CONSOB") pursuant to Italian laws and regulations. Accordingly, neither the
prospectus, nor any other documents or materials relating to the exchange offer
or the securities may be distributed or made available in the Republic of
Italy.
Not for release, publication or distribution in the United States, Australia,
Italy Canada or Japan.
Branche: Clothing
ISIN: DE0005692107
WKN: 569210
Index: SDAX, CDAX, Classic All Share, Prime All Share
Börsen: Berlin / Open Market
Hamburg / Open Market
Stuttgart / Open Market
Düsseldorf / Open Market
Frankfurt / regulated dealing/prime standard
München / regulated dealing