Unfortunately, many aspects of the proposed restructuring scheme remain uncertain or proof to be a disadvantage, especially for bondholders.
 

Key Aspects for Bondholders of Rickmers Holding AG

• Rickmers Holding AG intends to pay interests of 8.875% due June 11 - but only if bondholders consent to the proposed restructuring scheme.
• All other claims of bondholders - especially the claim for repaying the capital - will be transferred by Rickmers Holding AG to a Luxembourgian corporation (LuxCo), which will be founded for this purpose only. LuxCo will then be the sole contracting party and the bondholders' only debtor.
• In return LuxCo will acquire 75.1% of the shares in Rickmers Holding AG. Therefore Rickmers Holding AG will increase its capital. LuxCo is supposed to sell the acquired shares within three years. Of the proceeds it will repay bondholders (after paying other costs, taxes etc.) As there are other creditors besides the bondholders (e.g. HSH Nordbank), bondholders will get only 57.6% of the proceeds.

Julia Breier-Struß, Schirp Neusel & Partner:

"Bondholders can't be certain that Rickmers Holding AG really pays the interests of 8.875% in June. It may very well be the intention of Rickmers Holding AG, but bondholders are supposed to advance their trust. Especially because the restructuring scheme is not bound to the condition that interests will really be paid, even though it would be easy to declare that."

Election of Joint Representative and Accreditation

A joint representative of bondholders should not be nominated by the issuer as he is obliged to exclusively represent their interests and has to analyze the concept critically before joining negotiations. It is also advantageous to choose somebody who is well experienced and has filled this position before. With the candidates presented so far, that is not the case. Therefore we have been asked by bondholders to candidate as well and countermotions have been submitted referring to our candidature.

But the joint representative should not be empowered to decide all by himself whether he, as the bondholders' representation, consents to the scheme or not. Instead, the bondholders' meeting should vote on the final scheme and give voting instructions to the joint representative.
 

Julia Breier-Struß, Schirp Neusel & Partner:

"At present, bondholders do not have enough information to come to a well informed decision regarding the proposed restructuring scheme. Therefore we call on the issuer to provide more information. Until this will have been effected, we do not suggest to consent."

In the event that the voting without meeting lacks the quorum of at least 50% of participating bondholders, a second voting is to be called where bondholders will be able to meet in person. Right now, this would be the most favorable option.
 

Read the complete article as PDF: Press Release Rickmers Holding AG - Schirp Neusel & Partner

Or on Achtung Anleihe!: RICKMERS HOLDING AG: BONDHOLDERS CRITICIZE PROPOSED RESTRUCTURING SCHEME


For further information please contact:

Schirp Neusel & Partner Rechtsanwälte mbB
Rechtsanwältin Julia Breier-Struß
Leipziger Platz 9
10117 Berlin
Telefon: 030 327 617 0
Telefax: 030 327 617 17
www.ssma.de
mail@ssma.de