euro adhoc: Fortune Management Inc.
Restructuring & Recapitalisations /
Fortune Management Inc. signed a binding Restructuring
Agreement with the majority of the Bond- and Loan-Note-Holders
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Contracts
22.07.2008
Zug/Switzerland, 22 July 2008 - FORTUNE Management Inc. (General
Standard, ISIN USU026281027; SIN: A0BLYY) announces that it has
signed a binding Restructuring Agreement with Bondholders and Loan
Noteholders representing the majority of the Partial Bonds and Loan
Notes which sets forth certain terms of an agreed restructuring of
the Fortune Management Group ("FMI"). As already envisaged by the
non-binding term sheet that had previously been entered into by the
parties to the Restructuring Agreement (see Ad-hoc notice of FMI on
17 June 2008) Bonds and Loan Notes with a face value of EUR 103 m
will be exchanged by the Bondholders and Noteholders for a beneficial
interest in a restructuring trust under the governance of
representatives of the Bondholders and Noteholders.The Restructuring Agreement includes all the key elements of the restructuring plan contemplated by the term sheet of 17 June 2008. Upon implementation of the Restructuring Agreement the restructuring trust will hold certain assets for the sole benefit of former Bondholders and Noteholders. The trust together with the new management of GATE will hold all shares of the GATE Renewable Energy group GATE, which will turned around under the leadership of Alvarez & Marsal, a leading global turnaround management firm. The trust will further hold 100% of FMI´s wealth management operation or any net sales proceeds from a sale of this division. In addition, FMI will issue to the trust a EUR 45 m bond, EUR 5 m issue value preferred shares and 40 m of common shares of FMI. The new debt will have a term of 10 years and will accrue interest until cash flow allows. All proceeds flowing into the trust will be paid to the Bondholders and the Noteholders in a pre-agreed ratio. Any current Bondholder or Noteholder that still holds warrants issued in conjunction with the Bonds or the Notes will receive the underlying number of shares of common stock. Upon implementation of the Restructuring Agreement representatives of the Bondholders and Noteholders will join the Board of Directors of the company and form a new Executive Committee.
All other Bondholders will be offered the right to accede to the Restructuring Agreement within a short period of time and become beneficiaries of the trust. FMI will shortly notify of a Bondholders´ Meeting, in which it will be proposed to resolve with the support of the vast majority of the Bonds that any Bonds outstanding will lose certain rights, including the right to claim repayment of the Bond for a period of three years following the resolution without any interest owed for such period.
The implementation of the Restructuring Agreement is subject to certain closing conditions, which FMI is in the process of preparing and which FMI expects to be met. However, there is no certainty these conditions can be met.
After the completion of the restructuring FMI will retain its Private Equity Management division whose main asset being currently the interest held in Fortune Super Equity Management L.L.C. in the United Arab Emirates.
End of Ad Hoc
Profile of FORTUNE Management Inc.: FORTUNE Management Inc., Zug/Switzerland, is a publicly listed private equity firm. The company´s shares (ISIN: USU 026281027) are listed in the General Standard segment of Frankfurt Stock Exchange (symbol: FMI1) and on the DIFX in Dubai
end of announcement euro adhoc
Contact:
FORTUNE Management Inc.
Phone +49 69 9441 8069
IR@fortune-management.com
Bahnhofstrasse 10
P.O. Box 324
CH-6301 Zug
Branche: Financial & Business Services
ISIN: USU026281027
WKN: A0BLYY
Börsen: Börse Berlin / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse Frankfurt / regulated dealing/general standard