Fürstenberg Capital Erste GmbH / Key word(s): Bond/Miscellaneous
Fürstenberg Capital Erste GmbH: Earnings prospect / potential loss of interest, and potential redemption below par
27-Aug-2020 / 13:12 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
|Ad-hoc-Announcement Pursuant to Art. 17 MAR |
|Earnings prospect / potential loss of interest, and potential redemption below par of the Capital Notes (ISIN XS0216072230, Common Code 021607223, Dutch Security Code (Fonds Code) 45987, listed on the Euronext Amsterdam stock exchange - Official Segment) (Capital Notes) issued by Fürstenberg Capital Erste GmbH (formerly Fürstenberg Capital GmbH) (Issuer) |
|Today, 27 August 2020, the Issuer, on the basis of the publication of the Interim Group Report as of 30 June 2020 of Norddeutsche Landesbank Girozentrale (NORD/LB), was made aware of |
- the fact that as of today NORD/LB expects a negative result of the NORD/LB group for the 2020 financial year; and
- NORD/LB's intention to terminate the Participation Agreement dated 31 March 2005 (Participation Agreement) by and between NORD/LB and the Issuer in accordance with its terms following receipt of the required consent from the competent supervisory authority.
|Potential consequences for holders of Capital Notes: |
|The terms and conditions of the Capital Notes provide that payments on the Capital Notes are contingent on payments which the Issuer receives from NORD/LB pursuant to the Participation Agreement. To the extent, the Issuer does not receive such payments, the Issuer will not be obliged to make payments under the Capital Notes. |
|Due to a sharing of losses pursuant to the terms of the Participation Agreement, the commercial law book value of the silent contribution of the Issuer has been reduced in the past, most recently to EUR 31,809,281.83 in the (unconsolidated) balance sheet of NORD/LB for the fiscal year ended on 31 December 2019. According to the terms of the Participation Agreement, profit participations of the Issuer for the current financial year and any subsequent financial years of NORD/LB will be excluded, as long as the book value of the silent contribution has not been fully replenished. To the same extent, interest payments on the Capital Notes will be cancelled. |
|Therefore, a negative result shown in the unconsolidated financial statements of NORD/LB for the financial year 2020 could adversely affect the payment claims of the Issuer under the Participation Agreement, in particular, the replenishment of the book value of the silent contribution and thus also the payment of a profit participation in respect of the financial year 2020 might be excluded, and the silent contribution of the Issuer might share in the expected balance sheet deficit by way of a further reduction of its book value. |
|Provided that the required regulatory approval for the termination of the Participation Agreement will be granted, NORD/LB has the right under the Participation Agreement to terminate such agreement for regulatory or tax reasons, with not less than two years' prior notice, irrespective of whether or not the book value of the silent contribution has been fully replenished following a sharing of losses. Any decision to terminate the Participation Agreement is at the sole discretion of NORD/LB. |
|In case NORD/LB chooses to terminate the Participation Agreement and to repay the silent contribution to the Issuer, the Issuer will use the repayment amount of the silent contribution to redeem the Capital Notes on the repayment date of the silent contribution. The repayment amount of the silent contribution will depend on whether or not the book value of the silent contribution has been fully replenished at the relevant time determined in accordance with the Participation Agreement. In case of a replenishment in full, the silent contribution will be repaid at the fully replenished nominal contribution amount; otherwise, the repayment amount of the silent contribution will correspond to the relevant reduced book value of the silent contribution. Such book value of the silent contribution will depend on the performance of NORD/LB and may be higher or lower than the book value of the silent contribution as of 31 December 2019. As the repayment amount of the Capital Notes will depend on the repayment amount of the silent contribution, the repayment amount per Capital Note might be lower than the nominal amount of the Capital Note. |
|This notice is drawn up in the German language and provided with an English language translation. The German language version shall be the only legally binding version. The English translation is for convenience only. |
|Fürstenberg/Weser, 27 August 2020 |
|Fürstenberg Capital Erste GmbH |
Meinbrexener Straße 2
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