Rights issue
This offer is exclusively meant for existing shareholders of TRIPLAN AG and is not a public offer of securities.
TRIPLAN AG
Bad Soden
ISIN DE0007499303
Rights issue to shareholders of TRIPLAN AG
for subscription to the 2005/2008 zero coupon convertible loan
ISIN: DE000A0EUBF5
On the basis of the authorisation granted by the annual general meeting of TRIPLAN AG, Bad Soden, (hereafter referred to only as "TRIPLAN" or "Issuer") of 24 June 2004, on 3 May 2005 the management board decided on the same day with the agreement of the supervisory board to issue a convertible loan with a total nominal value of up to € 2,600,000.00, divided into up to 2,600,000 bonds with a nominal value of € 1.00 each. The shareholders will be allowed an indirect subscription right. There will be no subscription right for fractional amounts. To issue conversion rights to owners of bonds the annual general meeting of 24 June 2004 decided to create authorised but unissued capital of up to € 2,600,000.00. The authorised but unissued capital was entered into the company’s trade register on 16 July 2004.
Shareholders will be granted a legal subscription right so that VEM Aktienbank AG, Munich will be allowed an issue amount of € 1.00 per bond to subscribe and take up the bonds with the obligation to offer them for subscription to the shareholders at a 2:5 ratio: € 1.00 at an issue amount of € 1.00 per bond.
Risk notice
The planned development of the company will lead over the next few months to liquidity needs that can only be met by an infusion of cash from outside. Should the company not succeed in finding investors and thus not be able to implement its scheduled restructuring measures, the company’s portfolio will be in jeopardy. This could mean for shareholders and investors a partial or full loss of their investment.
We hereby announce to our shareholders the following subscription right of VEM Aktienbank AG, Munich:
Shareholders will be requested to exercise their subscription to the bonds with Bankhaus Gebr. Martin AG, which is the liquidating office
of VEM Aktienbank AG, from 13 to 27 May 2005 (inclusive)
to prevent exclusion.
To exercise the subscription right shareholders should issue the appropriate instructions to their deposit bank. Deposit banks are asked to send the shareholders’ subscription registrations collected as a single registration by 27 May 2005 at the latest with Bankhaus Gebr. Martin AG, Kirchstraße 35, 73033 Göppingen, Fax: 07161/969317, and likewise to pay the issue amount (subscription price) by 27 May 2005 to the following account of VEM Aktienbank AG:
VEM Aktienbank AG,
Special TRIPLAN account, "convertible loan" use,
Account no. 7206, sort code 61030000, Bankhaus Gebr. Martin AG, Göppingen.
The usual bank charges will be calculated for the subscription. It is essential that the subscription registration and price reach the aforementioned office by the deadline.
It is crucial to know the shareholdings expiring on 12 May 2005 to calculate the number of subscriptions shareholders are entitled to. On that date the subscription rights (ISIN DE000A0EKMC0) will be separated from shareholdings within the scope of the existing subscription right. There will be no trading of subscription rights and the liquidating office Bankhaus Gebr. Martin AG will not negotiate a settlement of subscription rights among old shareholders. Unexercised subscription rights will be retired as valueless after expiry of the subscription deadline. The old shares will be recorded as “ex-subscription right” from the start of the subscription deadline. The subscription rights will be considered as subscription right notices for the bonds. They should be transferred to account number 6041 of Bankhaus Gebr. Martin AG at Clearstream Banking AG by 27 May 2005 at the latest.Subscription declarations can only be taken into account if by this time the subscription price has been credited to the aforementioned account of VEM Aktienbank AG.
If not all bonds within the scope of the subscription offer are subscribed on the basis of the legal subscription right, VEM Aktienbank AG is entitled to offer the remaining bonds to investors at the subscription price of € 1.00.
It is intended that the bonds will later be included in over the counter transactions of a German stock exchange.
Bank charges incurred when exercising the conversion right or extraordinary cancellation right must be paid by the bondholder.
Essential structural features of the 2005/2008 zero coupon convertible loan
The convertible loan conditions of the TRIPLAN AG 2005/2008 zero coupon convertible loans, which can be obtained from the issuer, TRIPLAN AG Auf der Krautweide 32, 65812 Bad Soden, and viewed and downloaded at www.TRIPLAN.com or – for the duration of the subscription offer - www.vem-aktienbank.de, are decisive for the bonds that can be subscribed by shareholders on the basis of the subscription offer.
The convertible loan and the bonds that derive from it are essentially structured as follows:
Distribution
The zero coupon 20005/2008 TRIPLAN AG convertible loan is denominated with a total nominal value of up to € 2,600,000.00 and divided into up to 2,600,000 equal bearer bonds with a nominal value of € 1.00.
Securitisation
The bonds are securitised for the entire term in a global certificate without a global interest coupon that is deposited with Clearstream Banking AG, Frankfurt am Main in a collective custody account. Bondholders will receive a credit to a security account with their deposit bank. Effective bonds or interest coupons will not be issued.
Term, repayment, no running interest, yield
The term of the convertible loan begins on 15 May 2005 and ends after three years on 14 May 2008 (inclusive). The issuer will repay the bonds on 15 May 2008 at € 1.33 per bond if the conversion right from them was not exercised or they were not repaid prematurely. The convertible loan does not incur running interest. In the event of repayment however the difference between the nominal amount and the repayment amount of € 0.33 per bond produces a calculated interest rate of around 10 % p.a.
Conversion right, forced conversion
Every owner of a bond has the irrevocable right within an exercise period to exchange each bond with a nominal value of €1.00 into the issuer’s voting bearer unit shares. Shares deriving from the exercise of the conversion right share in the issuer’s profits from the start of the year when they originated from the exercise of the conversion right.
A conversion obligation shall exist if and as soon as the closing price of the issuer’s shares recorded in Xetra trading on the Frankfurt stock exchange exceeds €3.00 for 10 consecutive stock exchange trading days after 1 January 2006. Should these conditions be met, the issuer may collect the bonds and, in exchange, deliver TRIPLAN shares taking in account the conversion price in accordance with Section 5. The agency carrying out the conversion is hereby authorized to issue the subscription declaration on behalf of the bondholder in accordance with Section 198, paragraph 1 of the Joint Stock Companies Act (AktG).
Exercise period for the conversion right
The conversion right may only be exercised within the following stipulated exercise periods (the “exercise periods”), with business day being any day on which the commercial banks in Stuttgart are open for business.
- The conversion right may be exercised on 5 May 2008 and the 10 preceding business days (the “exercise period at the end of the term”).
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The conversion right may also be exercised prematurely:
- on the third business day after the ordinary general meeting of the issuer in 2006 and the 10 following business days (the "exercise period following the 2006 AGM”).
- on the third business day after the ordinary general meeting of the issuer in 2007 and the 10 following business days (the "exercise period following the 2007 AGM”).
whereby premature exercise of the conversion right in the exercise period after the 2006 annual general meeting and in the exercise period after the 2007 annual general meeting, to prevent disproportionate handling costs, is only permissible it is exercised by a bondholder for at least 50 bonds with a total nominal amount of € 50.00.
In any of the above-mentioned exercise periods the conversion right can however not be exercised on a business day when the issuer publishes in the electronic federal gazette an offer for subscription of new shares or securities with conversion or option rights to the issuer’s shares and in all days following such a subscription offer until expiry of the last day of the subscription deadline. The exercise period will be extended in this case by the number of business days that were cut in the originally planned exercise period because of the subscription offer. The same shall apply for the above-described forced conversion.
In addition to the above-mentioned exercise period the issuer is entitled to determine by conversion declaration other exercise periods for conversion of the convertible loan within a deadline of 2 weeks.
Conversion price, exchange ratio, “negative dilution protection” with capital reductions
The conversion price considered as paid by the payment of the issue amount for the bond should the conversion right be exercised, is in the event of the effective exercise of the conversion right € 1.00 per bearer unit share with a calculated share in the capital stock of € 1.00. This produces an exchange ratio of 1:1.
In the event of a capital reduction the exchange ratio shall remain unaffected whether or not the capital reduction leaves the total number of shares unaffected, the capital reduction is linked with a capital repayment, a for value recall of shares, a for value acquisition of own shares by the issuer or the capital reduction takes place by a conversion of shares without capital repayment (“negative dilution protection").
Cancellation rights
Bondholders are entitled all together or individually to cancel the bonds extraordinary for significant cause by a registered letter to the issuer, if:
- Bankruptcy proceedings are started against the assets of the issuer or a bankruptcy proceeding started against the issuer’s assets is rejected for lack of assets.
- The issuer goes into liquidation.
Neither the issuer nor the bondholder is entitled to a right to ordinary cancellation.
Collateral
To safeguard all the issuer’s obligations from the bonds the issuer will pledge 3,500 registered shares at CHF 100.00 (voting shares), 97 registered shares at CHF 500.00 (voting shares) and 100 registered shares at CHF 1,000.00 of TRIPLAN Ingenieur AG entered in the trade register of the Basel town canton (Switzerland) with the company number CH-280.3.917.933-9 with share capital of CHF 500,000.00. Collateral shall be placed with a trustee to hold it on behalf of the bondholders and realise it after it has been transferred by the bondholder if the safeguarding case occurs. Details are laid down in the conversion loan conditions.
Bad Soden, May 2005
TRIPLAN AG
The management board
