SINGULUS TECHNOLOGIES AG / Key word(s): Bond/AGM/EGM 21.12.2015 21:09 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
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Ad hoc announcement pursuant to § 15 WpHG SINGULUS TECHNOLOGIES Resolves on Restructuring Concept and Announces Convening of an Additional Bondholders' Meeting and an Extraordinary General Meeting as well as the Disposal of the Bonds Held by the Company Kahl am Main, December 21, 2015 - The SINGULUS TECHNOLOGIES Aktiengesellschaft ("SINGULUS") reached an agreement in terms of the structure of a concept of the financial restructuring of the company with the joint representative of the holders of the EUR 60,000,000.00 7.75 % partial bearer notes 2012 / 2017 issued by the company.The supervisory board and the management board resolved on December 21, 2015 to convene a bondholders' meeting and an extraordinary general meeting with respect to the implementation of the restructuring concept. Regarding the details of the collateralization concept and the interest rates for the new secured bond to be issued in the course of the restructuring the company will still have to negotiate with the joint representative. In this respect, no agreement has been reached so far. SINGULUS will invite the holders of the EUR 60,000,000.00 7.75 % partial bearer notes 2012 / 2017 (ISIN: DE000A1MASJ4 / WKN: A1MASJ) (the "SINGULUS-Bond") to a bondholders' meeting (the "Bondholders' Meeting") in Frankfurt/Main on January 18, 2016. The extraordinary general meeting of the company (ISIN: DE 0007238909 / WKN: 723890) will be convened for February 16, 2016 in Frankfurt/Main. In the course of the scheduled bondholders' meeting on January 18, 2016, the company will propose to the bondholders to adopt a resolution on the transfer of the bonds to a bank as a settlement agent in exchange for acquisition rights. Accordingly, for each partial bearer note the bondholders will receive (i) the right to acquire either 96 new shares in the company or (depending on the bondholder's election) a cash compensation based on the proceeds received by the settlement agent upon the sale of the unsubscribed new shares, as well as (ii) a right to acquire either two partial bearer notes of a newly issued, secured bond of the company with a nominal value of EUR 100 each or (depending on the bondholder's election) a cash compensation based on the proceeds received by the settlement agent upon the sale of the unsubscribed new partial bearer notes. The new, secured bond will have a total nominal value of EUR 12,000,000.00 and a term to maturity of five years. The bonds will have an annual coupon of 3 % with a semi-annual termination right by the company. At the same time, the redemption amount will increase semi-annually by 1.5 % to a maximum of 115 % at the time of maturity. In the case of the execution of the swap resolution, the principal claim together with the accrued interest claims under the notes would expire in the course of the capital increase by way of contribution in kind. The bondholders' meeting will mainly resolve on the following additional agenda items: (i) deferral of the interest payment under the SINGULUS-Bond until March 23, 2017, (ii) waiver of certain termination rights until March 23, 2017 as well as (iii) approval and authorization of the joint representative, in particular to declare the deferral of the interest payment and the waiver of the termination rights, to negotiate and agree with the company the details of the collateralization package as well as an increase of the interest rate for the new bond up to 4 % annually. The management board and the supervisory board of SINGULUS will propose various capital measures to the extraordinary general meeting to be convened for February 16, 2016 to implement the swap resolution of the bondholders. At first, the share capital of the company is reduced from currently EUR 48,930,314.00 split into 48,930,314 bearer shares with a nominal value of EUR 1.00 each by cancellation of 74 shares offered to the company by a shareholder free of charge by EUR 74 and subsequently the share capital is reduced by a ratio of 160:1 to EUR 305,814.00 in the course of a simplified capital reduction to cover losses by means of combination of shares. Afterwards, a capital increase in kind by EUR 5,760,000.00 is planned by issuance of 5,760,000 new bearer shares with a nominal value of EUR 1.00 each with the exclusion of subscription rights for existing shareholders. The contribution in kind consists of the entire claims from notes arising under the SINGULUS-Bond. As an additional consideration besides the issuance of new shares, the company will issue the new bond. After consummation of the capital increase in kind the existing shareholders of the company will hold approximately 5 % in the company. To reestablish a solid equity base and to add liquid funds, a capital increase for cash is planned after the execution of the capital increase in kind. In this course, the share capital of the company will be increased from then EUR 6,065,814.00 by up to EUR 2,021,938.00 to EUR 8,087,752.00 by means of issuance of up to 2,021,938 new shares with a nominal value of EUR 1.00 each against payment in cash. The new shares from the capital increase for cash will be offered to all shareholders, including the bearers of the newly issued shares resulting from the capital increase in kind, in a ratio of 1:3 (new to old shares). The legal subscription rights of the existing shareholders are partially excluded as a precautionary measure. The management board will determine the subscription price for the new shares from the capital increase for cash with approval by the supervisory board taking into account the current market environment, the stock price of the company's shares before the publication of the subscription offer, an adequate discount to the stock price and the intended volume of the capital increase for cash. The execution of the measures is subject to the approval by the bondholders' meeting and the extraordinary general meeting, respectively, as well as the satisfaction of additional closing conditions. Accordingly, all information is preliminary. The management board of SINGULUS TECHNOLOGIES Aktiengesellschaft expects that it will have received the required approvals by the bondholders' meeting and the extraordinary general meeting by mid-February 2016. The execution of the individual measures could presumably be implemented from July to August 2016 according to the management board's assessment. Furthermore, the management board and the supervisory board of SINGULUS TECHNOLOGIES Aktiengesellschaft today resolved to sell the 5,241 partial bearer notes of the SINGULUS-Bond (ISIN: DE000A1MASJ4 / WKN: A1MASJ) held by SINGULUS and reached an agreement with an investor on the sale of the notes. These bearer notes have been acquired by the company since 2012 in the course of a note buyback program, which was prolonged several times. Consequently, the investor will hold around 8.7 % of the total nominal value of the SINGULUS-Bond after the execution of the sale. In the discussions so far, the investor has expressed its intention to constructively go along with the process of the bond restructuring initiated by the company. SINGULUS TECHNOLOGIES AG, Hanauer Landstraße 103, D-63796 Kahl/Main, Contact: Maren Schuster, Investor Relations, Tel.: + 49 (0) 160 9609 0279 Bernhard Krause, Corporate Communications, Tel.: + 49 (0) 1709202924 Email: bernhard.krause@singulus.de 21.12.2015 The DGAP 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: SINGULUS TECHNOLOGIES AG Hanauer Landstrasse 103 63796 Kahl am Main Germany Phone: +49 (0)1709202924 Fax: +49 (0)6188 440-110 E-mail: bernhard.krause@singulus.de Internet: www.singulus.de ISIN: DE0007238909, DE000A1MASJ4 WKN: 723890, A1MASJ Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart End of Announcement DGAP News-Service
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Ad hoc announcement pursuant to § 15 WpHG SINGULUS TECHNOLOGIES Resolves on Restructuring Concept and Announces Convening of an Additional Bondholders' Meeting and an Extraordinary General Meeting as well as the Disposal of the Bonds Held by the Company Kahl am Main, December 21, 2015 - The SINGULUS TECHNOLOGIES Aktiengesellschaft ("SINGULUS") reached an agreement in terms of the structure of a concept of the financial restructuring of the company with the joint representative of the holders of the EUR 60,000,000.00 7.75 % partial bearer notes 2012 / 2017 issued by the company.The supervisory board and the management board resolved on December 21, 2015 to convene a bondholders' meeting and an extraordinary general meeting with respect to the implementation of the restructuring concept. Regarding the details of the collateralization concept and the interest rates for the new secured bond to be issued in the course of the restructuring the company will still have to negotiate with the joint representative. In this respect, no agreement has been reached so far. SINGULUS will invite the holders of the EUR 60,000,000.00 7.75 % partial bearer notes 2012 / 2017 (ISIN: DE000A1MASJ4 / WKN: A1MASJ) (the "SINGULUS-Bond") to a bondholders' meeting (the "Bondholders' Meeting") in Frankfurt/Main on January 18, 2016. The extraordinary general meeting of the company (ISIN: DE 0007238909 / WKN: 723890) will be convened for February 16, 2016 in Frankfurt/Main. In the course of the scheduled bondholders' meeting on January 18, 2016, the company will propose to the bondholders to adopt a resolution on the transfer of the bonds to a bank as a settlement agent in exchange for acquisition rights. Accordingly, for each partial bearer note the bondholders will receive (i) the right to acquire either 96 new shares in the company or (depending on the bondholder's election) a cash compensation based on the proceeds received by the settlement agent upon the sale of the unsubscribed new shares, as well as (ii) a right to acquire either two partial bearer notes of a newly issued, secured bond of the company with a nominal value of EUR 100 each or (depending on the bondholder's election) a cash compensation based on the proceeds received by the settlement agent upon the sale of the unsubscribed new partial bearer notes. The new, secured bond will have a total nominal value of EUR 12,000,000.00 and a term to maturity of five years. The bonds will have an annual coupon of 3 % with a semi-annual termination right by the company. At the same time, the redemption amount will increase semi-annually by 1.5 % to a maximum of 115 % at the time of maturity. In the case of the execution of the swap resolution, the principal claim together with the accrued interest claims under the notes would expire in the course of the capital increase by way of contribution in kind. The bondholders' meeting will mainly resolve on the following additional agenda items: (i) deferral of the interest payment under the SINGULUS-Bond until March 23, 2017, (ii) waiver of certain termination rights until March 23, 2017 as well as (iii) approval and authorization of the joint representative, in particular to declare the deferral of the interest payment and the waiver of the termination rights, to negotiate and agree with the company the details of the collateralization package as well as an increase of the interest rate for the new bond up to 4 % annually. The management board and the supervisory board of SINGULUS will propose various capital measures to the extraordinary general meeting to be convened for February 16, 2016 to implement the swap resolution of the bondholders. At first, the share capital of the company is reduced from currently EUR 48,930,314.00 split into 48,930,314 bearer shares with a nominal value of EUR 1.00 each by cancellation of 74 shares offered to the company by a shareholder free of charge by EUR 74 and subsequently the share capital is reduced by a ratio of 160:1 to EUR 305,814.00 in the course of a simplified capital reduction to cover losses by means of combination of shares. Afterwards, a capital increase in kind by EUR 5,760,000.00 is planned by issuance of 5,760,000 new bearer shares with a nominal value of EUR 1.00 each with the exclusion of subscription rights for existing shareholders. The contribution in kind consists of the entire claims from notes arising under the SINGULUS-Bond. As an additional consideration besides the issuance of new shares, the company will issue the new bond. After consummation of the capital increase in kind the existing shareholders of the company will hold approximately 5 % in the company. To reestablish a solid equity base and to add liquid funds, a capital increase for cash is planned after the execution of the capital increase in kind. In this course, the share capital of the company will be increased from then EUR 6,065,814.00 by up to EUR 2,021,938.00 to EUR 8,087,752.00 by means of issuance of up to 2,021,938 new shares with a nominal value of EUR 1.00 each against payment in cash. The new shares from the capital increase for cash will be offered to all shareholders, including the bearers of the newly issued shares resulting from the capital increase in kind, in a ratio of 1:3 (new to old shares). The legal subscription rights of the existing shareholders are partially excluded as a precautionary measure. The management board will determine the subscription price for the new shares from the capital increase for cash with approval by the supervisory board taking into account the current market environment, the stock price of the company's shares before the publication of the subscription offer, an adequate discount to the stock price and the intended volume of the capital increase for cash. The execution of the measures is subject to the approval by the bondholders' meeting and the extraordinary general meeting, respectively, as well as the satisfaction of additional closing conditions. Accordingly, all information is preliminary. The management board of SINGULUS TECHNOLOGIES Aktiengesellschaft expects that it will have received the required approvals by the bondholders' meeting and the extraordinary general meeting by mid-February 2016. The execution of the individual measures could presumably be implemented from July to August 2016 according to the management board's assessment. Furthermore, the management board and the supervisory board of SINGULUS TECHNOLOGIES Aktiengesellschaft today resolved to sell the 5,241 partial bearer notes of the SINGULUS-Bond (ISIN: DE000A1MASJ4 / WKN: A1MASJ) held by SINGULUS and reached an agreement with an investor on the sale of the notes. These bearer notes have been acquired by the company since 2012 in the course of a note buyback program, which was prolonged several times. Consequently, the investor will hold around 8.7 % of the total nominal value of the SINGULUS-Bond after the execution of the sale. In the discussions so far, the investor has expressed its intention to constructively go along with the process of the bond restructuring initiated by the company. SINGULUS TECHNOLOGIES AG, Hanauer Landstraße 103, D-63796 Kahl/Main, Contact: Maren Schuster, Investor Relations, Tel.: + 49 (0) 160 9609 0279 Bernhard Krause, Corporate Communications, Tel.: + 49 (0) 1709202924 Email: bernhard.krause@singulus.de 21.12.2015 The DGAP 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: SINGULUS TECHNOLOGIES AG Hanauer Landstrasse 103 63796 Kahl am Main Germany Phone: +49 (0)1709202924 Fax: +49 (0)6188 440-110 E-mail: bernhard.krause@singulus.de Internet: www.singulus.de ISIN: DE0007238909, DE000A1MASJ4 WKN: 723890, A1MASJ Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart End of Announcement DGAP News-Service
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