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Airopack Technology Group - Update Montag, 11. Februar 2019 - 06:34
Airopack Technology Group AG / Key word(s): Financing
Airopack Technology Group - Update
11-Feb-2019 / 06:34 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
The issuer is solely responsible for the content of this announcement.
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Airopack Technology Group - Update
Baar, 11 February 2019 - Airopack Technology Group AG ("Airopack") announced
today:
- No comprehensive refinancing and recapitalisation for the Airopack Group
as a whole
- Agreement on new loans for operating subsidiaries of Airopack
- Notice of acceleration and possible share pledge enforcement with respect
to shares in the subsidiaries by major lenders
- Filing for composition moratorium by Airopack Technology Group AG
- Board of Directors preparing procedural steps against former management
Airopack has been in intensive discussions with its major lenders to find a
solution regarding Airopack Group's indebtedness. In the discussions held
over the past few days, during a temporary standstill period agreed with the
major lenders, it came out that no comprehensive refinancing and
recapitalisation of Airopack Group as a whole was achievable. In turn, an
agreement has been reached with major lenders late on 8 February 2019, which
provides the necessary basis for an immediately available additional loan
into the operating subsidiaries of Airopack in the amount of EUR 15 million,
with a further possibility of an additional loan of EUR 10 million in the
near future. This additional liquidity is expected to cover the short- and
mid-term liquidity needs of the operating subsidiaries of Airopack.
However, it has not been possible to have the major lenders waive the events
of default under the Facilities Agreement which were continuing since 31
January 2019 (see press release dated 1 February 2019). On this basis, on
Saturday, 9 February 2019, the major lenders have accelerated the loans
outstanding under the Facilities Agreement. The acceleration notice includes
a demand for repayment of the loans from Airopack under the guarantee given
by it. The lenders are also in a position to start the proceedings to
enforce the security package, including the pledges over the shares of the
subsidiaries. Against this background, the Board of Directors of Airopack
has decided to request the opening of a provisional composition moratorium
(provisorische
Nachlassstundung) to protect the company and its rights. The moratorium
period is to allow Airopack, under the supervision of a court appointed
administrator, to continue its efforts in view of reaching a solution in the
best interest of the company and its stakeholders. A unilateral commitment
from the Apollo funds as the major lenders has been received to make funds
up to an amount of EUR 2 million available to Airopack. This unilateral
commitment, which is conditional upon the occurrence of certain events, is
an important element in Airopack's current planning on how to settle its
liabilities to creditors (other than Apollo funds) and to eventually exit
the provisional composition moratorium.
This situation is the result of the findings and events which occurred in
the very recent past as previously reported by Airopack:
- Following the announcement of the comprehensive recapitalisation plan (see
press release of 30 November 2018, the "Recapitalisation Plan"), the new
management team under the lead of the Chairman of the Board of Directors and
interim CEO has taken over on 1 December 2018.
- Because of certain findings made by the new management team, Airopack had
mandated PricewaterhouseCoopers Ltd. ("PwC") to make an accounting
investigation.
- PwC has found that revenues in 2018 had been overestimated by former
management, including in the first half-year period. Also, former management
had entered into previously undisclosed liabilities, such as buy-back
commitments towards customers.
- The new management team also discovered that the sales forecasts in the
budgets and the business plan underlying the Recapitalisation Plan had been
excessively overstated by former management. Further, investigations have
shown certain inadequate sales and accounting practices that will lead to
corrections in the accounting and caused a severe lack of cost-control in
the months prior to the announced Recapitalisation Plan. As a result, the
Airopack Group stands with lower income and higher payables and costs as
foreseen in the Recapitalisation Plan. This led to a shortage in the
forecasted liquidity and it became apparent that the additional bridge loan
agreed as part of the Recapitalisation Plan was too low to bring the
Airopack Group to the planned capital increase of April 2019.
- Also, the deficiencies in the accounting of former management made it
impossible to obtain in time a clean audit opinion from the statutory
auditors of Airopack, which would have been a requirement for the capital
reduction planned for early February 2019. Accordingly, Airopack had to
announce a postponement of this step. As mentioned above, the
Recapitalisation Plan has become completely unachievable in the meantime.
The Board of Directors is preparing the adequate procedural steps against
former management and will coordinate such steps with the court appointed
administrator.
The Board of Directors will further communicate as soon as the Court will
have ruled on the moratorium application.
Contacts:
Airopack Technology Group AG
Antoine Kohler, Chairman
Blegistrasse 5/1 OG
CH-6340 Baar
TF: +41 41 768 50 50
www.airopackgroup.com
For investors:
Airopack Technology Group AG
Martin Eberhard
martin.eberhard@rimesa.ch
TF: +41 79 209 77 50
For media:
Tolxdorff Eicher Kollektivgesellschaft
Daniel Eicher / Theresia Tolxdorff
partners@tolxdorffeicher.ch
TF: +41 44 718 25 25
The Company
Airopack Technology Group AG is a leading developer and supplier of
mechanical and pressure-controlled dispensing packaging technologies
and systems for manufacturers and suppliers of cosmetics, body care,
pharmaceutical and food products. The revolutionary and worldwide and
solely by ATG patented Airopack(R) technology offers a safe,
all-plastic pressurized dispenser that is environmentally and planet
friendly
Airopack Technology Group operates a Airopack Ready to Fill
manufacturing facility in Waalwijk, The Netherlands and a Full-Service
Filling operation in Heist-op-den-Berg Belgium (Airosolutions) as well
as a manufacturing plant for filling equipment in Houten, The
Netherlands (Airofiller Equipment Solutions), The Global Research and
Development Team, the Airopack Global Management and Customer Service
Organisation are located in Waalwijk, The Netherlands.
The shares of the company are listed on the Swiss Reporting Standard
of the SIX Swiss Exchange since 2010. (Ticker: AIRN / ISIN:
CH0242606942).
Disclaimer
This Ad Hoc Release / Press Release may contain certain
forward-looking statements. In some cases forward looking statements
can be identified by the use of terms such as "believes", "enables",
"estimates", "anticipates", "projects", "expects", "intends", "may",
"will", "seeks" or "should" or variations thereof, or by discussions
of strategy, plans, objectives, goals, future events or intentions. By
their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances.
Actual outcomes and results may differ materially from any outcomes or
results expressed or implied by such forward-looking statements. The
success or achievement of various results, targets and objectives is
dependent upon a multitude of factors, many of which are beyond the
control of Airopack. No representations are made as to the accuracy of
such statements or that such results, targets or objectives will be
realized.
www.airopackgroup.com
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End of ad hoc announcement
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