CMS GmbH Rechtsanwaltsgesellschaft
Steilmann-Bond 2012/2017: Joint representative informs about joint liability of STB Fashion Holding GmbH i.I.
In the insolvency proceedings regarding the assets of Steilmann SE, CMS GmbH Rechtsanwaltsgesellschaft was elected as joint representative of the 6.75% bond 2012/2017 (WKN: A1PGWZ / ISIN: DE000A1PGWZ2) (“Bond“) of Steilmann SE on 3 August 2016. Owing to this election, CMS GmbH Rechtsanwaltsgesellschaft now is solely entitled according to Section 19 (3) of the German Act on Bonds Constituting Part of Uniform Issues/SchVG to file the open claims resulting from the Bond for the bondholders with Rechtsanwalt Dr Kebekus as insolvency administrator of Steilmann SE to have them entered in the claims register. When the Bond was issued in 2012, it had a total nominal amount of EUR 25,600,000.00 (“First Tranche“). This amount was increased by way of three private placements as follows: – By EUR 5,000.000.00 (“Second Tranche“) to EUR 30,600,000.00 on 27 June 2013. – By EUR 9,400,000.00 (“Third Tranche“) to EUR 40,000,000.00 on 30 March 2015. – By EUR 5,000,000.00 (“Fourth Tranche“) to EUR 45,000,000.00 on 7 August 2015. Originally, the Bond was issued by Steilmann-Boecker Fashion Point GmbH & Co. KG. In September 2014, Steilmann-Boecker Fashion Point GmbH & Co. KG transferred parts of its assets by way of a hive-off (Spaltung) under the German Transformation of Companies Act/UmwG – a hive-off in conjunction with a newly formed company (Ausgliederung zur Neugründung) according to Section 123 (3) no. 2 UmwG – to STB Fashion Holding GmbH which was newly formed by this transaction. In August 2015, Steilmann SE became the legal successor of Steilmann-Boecker Fashion Point GmbH & Co. KG (by way of accrual). In the course of this, Steilmann-Boecker Fashion Point GmbH & Co. KG ceased to exist and Steilmann SE entered into all rights and obligations in connection with the Bond. Steilmann SE therefore is the debtor of the claims resulting from the Bond. However, the consequence of the transfer of assets from Steilmann-Boecker Fashion Point GmbH & Co. KG to STB Fashion Holding GmbH is that besides Steilmann SE, also STB Fashion Holding GmbH is liable according to Section 133 (1) sentence 1 UmwG for the claims resulting from the Bond that were created before the hive-off came into effect. The hive-off became effective upon entry into the commercial register on 11 September 2014. Therefore, claims based on the First Tranche and the Second Tranche are subject to joint liability (Mithaftung). By the decision of the Local Court Dortmund of 1 July 2016, insolvency proceedings have been commenced also regarding the assets of STB Fashion Holding GmbH and Rechtsanwalt Dr Kebekus has also been appointed insolvency administrator in this case. According to the decision, insolvency claims are to be reported to the insolvency administrator by 16 August 2016. In its capacity as joint representative of the Bond, CMS GmbH Rechtsanwaltsgesellschaft intends to report to the claims register the claims based on the First Tranche and the Second Tranche in the nominal amount of EUR 30,600,000.00 also in the insolvency proceedings regarding the assets of STB Fashion Holding GmbH. However, the legal situation is unclear with regard to the question whether CMS GmbH Rechtsanwaltsgesellschaft is authorised to do so as joint representative. This is supported by the fact that Steilmann SE and STB Fashion Holding GmbH are liable as joint and several debtors on the basis of the same reason for debt – i.e. the debt certificates represented by the Bond. Rechtsanwalt Dr Kebekus told CMS GmbH Rechtsanwaltsgesellschaft that he had not yet formed a final opinion regarding this matter. Should he arrive at the view that CMS GmbH Rechtsanwaltsgesellschaft is not entitled to report any claims based on the First Tranche and on the Second Tranche on behalf of the bondholders in the STB Fashion Holding GmbH insolvency proceedings, he will contest such reporting. Against the background of this unclear legal situation, CMS GmbH Rechtsanwaltsgesellschaft recommends that the bondholders of the First Tranche and of the Second Tranche report their claims as bondholders on the grounds of the joint liability of STB Fashion Holding GmbH also personally to Rechtsanwalt Dr Kebekus in the insolvency proceedings of STB Fashion Holding GmbH. Please note in this context that there only is a claim for joint liability if you acquired debt certificates related to the First Tranche or to the Second Tranche. When reporting your claims, you must submit appropriate evidence to Rechtsanwalt Dr Kebekus, proving that you are a holder of the First Tranche or the Second Tranche. Appropriate evidence might consist of subscription certificates, securities account statements or confirmations issued by the bank that manages your securities account. Also after the deadline (16 August 2016) fixed by the Local Court Dortmund has lapsed, it will still be possible for you to report your claims to the claims register until the final hearing at the end of the insolvency proceedings. Please note that a fee in the amount of EUR 20.00 (Section 3 (2) of the German Court Fees Act/GKV in conjunction with cost schedule no. 2340) might be charged and have to be borne by you for delayed reporting. End of Media Release Issuer: CMS GmbH Rechtsanwaltsgesellschaft Key word(s): Finance
2016-08-11 Dissemination of a Press Release, transmitted by DGAP – a service of EQS Group AG. |