euro adhoc: Thielert AG / Restructuring & Recapitalisations / Urgent liquidity problems addressed, changes in shareholder structure, restructuring measures initiated, management board changes anticipa

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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Contracts

09.04.2008

Hamburg - Since the beginning of March 2008, Thielert AG is
threatened by an urgent liquidity crisis, which was triggered by
investments already made and delays with the series delivery of
airplane engines to airplane manufacturers. Thielert
Vermögensverwaltung GmbH (TVV), the sole shareholder of which is
Thielert AG´s CEO Mr. Frank Thielert, and further major shareholders
have therefore indicated their willingness to provide the Company
with the following financing:

Effective as of 4 April 2008 TVV has granted a subordinated loan in
the amount of approx. EUR 2.65 Mio. to Thielert AG. The loan becomes
due for repayment on 14 March 2010. The funds originate from the sale
of all 2,653,552 shares held by TVV in Thielert AG at a price of EUR
1 per share to the shareholders Sputnik Group Ltd., Pogan Invest
Corp., Stichting Bewaarbedrijf Guestos (Fund Manager is Global
Opportunities Capital Asset Management B.V.), Drake Associates L.P.
and Butterfield Trust (Bermuda) Limited, which became effective on 4
April 2008. For a period of two years Frank Thielert, through the
seller TVV, retains a call option with respect to these shares at an
option price of EUR 8 per share subject to certain conditions, which
can be exercised on 28 March 2010 vis-à-vis all purchasers and with
respect to all shares.

The providing of the funds in the context of the aforementioned
agreements is part of a package of measures to resolve Thielert AG´s
current liquidity crisis. According to the management board, the
Company will need approx. EUR 13.6 Mio. to cover its liquidity needs
until 30 June 2008. In addition to the aforementioned loan by TVV,
the Company´s existing banks today have granted new credit lines in
the amount of EUR 5.5 Mio. as well as previously agreed to
stand-still commitments with respect to existing credit lines, each
subject to certain conditions. Additionally, the aforementioned
investors today subscribed to EUR 1.6 Mio. of bonds issued by the
Company to meet the short-term financial needs of the Company.
Subsequent bonds in the amount of EUR 3.9 Mio. may follow subject to
certain conditions.

The investors have also informed us that, subject to the
Bundesanstalt für Finanzdienstleistungsaufsicht issuing an exemption
from the obligation to make a mandatory tender offer, they intend to
help the Company with the implementation of a comprehensive
restructuring concept. Inter alia, this would include a share capital
increase in cash through the issuance of up to 21,192,130 new shares
at a subscription price of EUR 1.15 per share, thereby raising up to
EUR 24,370,949.50 of new equity for the Company. It is the investors´
intention, subject to certain conditions, to subscribe for an amount
of up to EUR 20 Mio. (equaling approx. 17,391,304 new shares). This
share capital increase in cash is to cover the Company´s liquidity
needs going forward which, according to the management board, will
require funds of EUR 20-24 Mio. to cover the period until the end of
the first quarter of 2009 when the management board expects the
Company to generate positive cash flows.

To make the implementation of the aforementioned restructuring
measures possible, the management board and the supervisory board
today resolved to convene an extraordinary shareholders´ meeting and
to have it resolve on an ordinary share capital increase with
subscription rights in cash through the issuance of up to 21,192,130
new shares at a subscription price of EUR 1.15 per share, thereby
raising up to EUR 24,370,949.50 of new equity.

In addition, the supervisory board has begun an active search for
candidates to replace the Company´s present CEO and CFO, who do not
oppose this. In particular, the present CEO Mr. Frank Thielert has
agreed to continue to serve on the management board as the company´s
COO once a new CEO has been appointed.

As indicated in our ad-hoc-announcement of 6 March 2008, on 4 April
2008 the Company has lodged an appeal against the District Court of
Hamburg´s decision declaring the annual financial statements of the
Company for 2003, 2004, and 2005 to be void.

end of announcement euro adhoc
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ots Originaltext: Thielert AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Sebastian Wentzler

Leitung Unternehmenskommunikation

Telefon: +49 (37204) 696 1270

E-Mail: s.wentzler@thielert.com

Branche: Machine Manufacturing
ISIN: DE0006052079
WKN: 605207
Index: SDAX, CDAX, Classic All Share, Prime All Share
Börsen: Börse Frankfurt / regulated dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse München / free trade


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