 Bondholders to be given options to acquire shares in return for waiving interest payments
 Creditors are invited to cast their written votes between 20 and 22 January 2015

DF Deutsche Forfait AG (Prime Standard, ISIN: DE0005488795) has presented further details of its restructuring plan and is asking investors in its 2013/20 corpo-rate bond (ISIN: DE000A1R1CC4) to cast their written votes on its proposal. The invitation to par-ticipate in this "vote without a meeting" is being published today in the Federal Gazette (Bun-desanzeiger). These details essentially relate to the reduction in the nominal interest rate (coupon) of the corporate bond from 7.875% p.a. to 2% p.a. in return for a consideration to be given to bondholders as proposed in the ad hoc announcement of 26 November.
The company is proposing to amend the terms and conditions of the bond so that bondholders are granted options to acquire shares in the company. These option rights are to be inseparably tied to the 2013/20 DF bond issues. Those bondholders exercising their options will be entitled to acquire between 100 (minimum) and 113 (maximum) of new shares at a price of EUR 1.25 ("strike price") per share for each bond with a nominal value of EUR 1,000. This gives bondholders a chance to recoup part or all of the reduction of the interest rate if the shares trade at a premium to their strike price (XETRA closing price on 23 December 2014: EUR 1.55). The exact number of options per bond of a nominal value of EUR 1,000 will depend on whether collateral will have to be provided to the lending banks. If the ongoing negotiations with the banks arrive at this result, the bondholders will get a higher number of options in order to ensure economically equal treat-ment of all creditors.
The appropriateness of the consideration based on the above parameters has been confirmed by an opinion letter from accountants Ebner Stolz; this letter can be downloaded from the company's website at http://www.dfag.de/investor-relations/hauptversammlung. According to the proposed plan, bondholders will be able to exercise their options between 27 May 2016 at the earliest and the maturity of the corporate bond on 27 May 2020 at the latest. More details are provided in the invitation to "vote without a meeting".
Apart from this amendment, the company also proposes to amend the terms and conditions of the corporate bond to the effect that the creditors forgo any right to demand an early repayment of the bond until 31 December 2015, by which time the essential restructuring measures are expected to be concluded.
A further item to be voted on is the company's proposal to appoint lawyer Klaus Nieding of Frankfurt as joint representative for all bondholders.
All bondholders wishing to participate in the vote have to submit their written votes to the vote administrator, the notary public Dr. Klaus Pieler of Cologne between Tuesday, 20 January 2015, 0.00 h and Thursday, 22 January 2015, 24.00 h. Voting forms as well as further information are available from investors' depository banks as well as from the website of DF Deutsche Forfait AG at www.dfag.de/investor-relations/anleihe.
The proposed measures form part of a restructuring concept, which is the basis of an "IDW S6 Sanierungsgutachten" restructuring report. According to this report, the proposed reduction of funding costs and the strengthening of the company's equity base are vital prerequisites for maintaining the company's going concern status. The measures are still under the proviso that the Annual General Meeting approves the creation of the contingent and authorised capital required for the implementation of the restructuring measures. The Annual General Meeting will take place in Cologne on 22 January 2015.

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