DGAP-News

RASCHKE VON KNOBELSDORFF HEISER Dienstleistungsgesellschaft mbH runs for office as common representa-tive of the bondholders of Rickmers Holding AG - Seite 3

The new shares of Rickmers Holding AG to be held by LuxCo shall be sold to an investor who is willing to contribute upfront - in addition to the purchase price for the shares - fresh money to Rickmers Holding AG in the amount of USD 54.1 million (or, with the prior written consent of HSH Nordbank AG, any lower amount) which shall solely be used for payments to HSH Nordbank AG, inter alia, repayment of deferred repayment instalments, interest and restricted cash.


LuxCo shall only be authorized to sell the new shares of Rickmers Holding AG to an investor if the consideration for the shares is equal or exceeding the value of such shares (considering also a potential control premium) as determined by an independent and qualified expert as set out in a valuation report provided by such expert to LuxCo. The sale of the new shares of Rickmers Holding AG is due to be closed by the end of the first quarter of 2020. If the sale will not be closed by then and the common representative, HSH Nordbank AG as well as the other participating creditor (if any) do not unanimously agree on an extension of time they shall be entitled to realise the equity value of all the new shares of Rickmers Holding AG by means of a forced sale (based on their security rights over those shares).

Each of the common representative and HSH Nordbank AG shall be entitled to individually exercise certain veto rights as regards, for example, (i) the selection of any M&A advisor with respect to the sale of the news shares of Rickmers Holding AG, (ii) the selection of the expert for the valuation of such shares in connection with a sale to an investor and (iii) the sale of such shares to a specific investor.


As things stand today, it is to be expected that the proceeds from the sale of the new shares of Rickmers Holding AG due to the bondholders will not reach the nominal value of the bondholders' claims.


In order to implement the restructuring concept Rickmers Holding AG intends in the course of a vote without meeting to have a common representative instructed, authorised and empowered to finally negotiate the concept for the restructuring of the corporate bond in accordance with the main features and key points as described in the request for vote published in the German Federal Gazette on 21 April 2017 (including the Bond Restructuring Term Sheet attached thereto as Schedule 1), to decide in its own discretion about the implementation of the restructuring concept and to represent the bondholders in connection with all matters, acts or declarations which are required or useful for the implementation of the restructuring concept.