EQS-Adhoc: Leoni AG: Syndicate banks, strategic investor, and Leoni AG agree on financial restructuring concept; required majority for implementation secured; decision on new CEO

Leoni AG: Syndicate banks, strategic investor, and Leoni AG agree on financial restructuring concept; required majority for implementation secured; decision on new CEO

Nuremberg, 3 April 2023 Leoni AG (ISIN: DE0005408884 / WKN: 540888) announces that all syndicate banks, a significant number of borrower's note holders as well as Stefan Pierer¹ as strategic investor with involvement of Leoni AG have agreed on a financial restructuring concept. A corresponding implementation agreement was signed by the syndicate banks, Stefan Pierer, and Leoni. In addition, a significant number of borrower's note holders with a volume of 168 million have declared that they will join the concept as of 3 April 2023. This means that the required majority to implement the financial restructuring has already been secured. Today, the Supervisory Board of Leoni AG approved the agreement.

As announced, the implementation of the financial restructuring concept will substantially reduce the company's debt and provide fresh liquidity. It includes the following key aspects:

• The syndicated banks and the supporting borrower's note holders of Leoni AG are prepared to transfer 50% of the affected claims to a company to be established by Stefan Pierer in return for a recovery instrument. The restructuring concept provides that the remaining borrower's note holders either join the solution and transfer 50% of their claims to the newly established company or waive their corresponding claims. The total amount of the claims to be contributed or waived is 708 million.
• This company newly established by Stefan Pierer will, following a capital reduction of Leoni AG to 0 euros, contribute 150 million by way of a cash capital increase with a contribution in kind in return for the issuance of new Leoni AG shares. In addition, it will waive the claims acquired of up to 708 million.
• In the course of this capital increase, to which only the company newly established by Stefan Pierer is to be admitted, this company will become the new sole shareholder of Leoni AG and the stock exchange listing of the shares of Leoni AG will end.
• The recovery instrument to be granted to the syndicate banks and the borrower's note holders by the newly established company by Stefan Pierer corresponds to an economic interest in Leoni AG of 45%.
• On this basis, the financing parties are prepared to prolong the remaining credits and borrower's notes until the end of 2026, thus ensuring financing for the coming years.

As a result of the implementation of the capital measures, Leoni AG will receive new liquidity from the capital increase of 150 million and will be relieved of financial liabilities of 708 million. Some of the financing banks are providing bridge financing of up to 60 million for the implementation of the concept, which is to be repaid from the funds raised through the cash capital increase.

Leoni AG has already initiated the implementation of the restructuring concept through the means provided by the German Corporate Stabilization and Restructuring Act (Unternehmensstabilisierungs- und -restrukturierungsgesetz). Due to the support from all syndicate banks, the declared support of a sufficient number of borrower's note holders, and the recently secured approval of the guarantors, the necessary majorities have now been secured, ensuring a swift process and reliable implementation of the planned steps in the coming months.

The implementation of the restructuring concept is subject to merger control clearance and other customary approvals. Only the parent company of Leoni Group, Leoni AG, is affected by the implementation of the restructuring concept, not the operational business units, i.e. the wiring systems business (WSD) and the automotive cable business (ACS).

The current chairperson of the Supervisory Board of Leoni AG, Klaus Rinnerberger, is to become the new Chief Executive Officer (CEO) of Leoni AG following merger control clearance. This was also decided by the Supervisory Board at its meeting today. Hans-Joachim Ziems (CRO) will assume the function of spokesperson of the Executive Board until Klaus Rinnerberger takes office.

¹The parties to the agreements are, inter alia, L1-Beteiligungs GmbH, Pierer Beteiligungs GmbH, Zweite Pierer Beteiligungs GmbH and a new company to be established, all of which are companies held directly or indirectly by Stefan Pierer. Stefan Pierer holds approx. 20 % of the voting rights in Leoni AG. Furthermore, Stefan Pierer himself has committed to make an equity contribution in connection with the implementation of the financial restructuring concept. All of the aforementioned parties are related parties of Leoni AG according to Section 111a (1) sentence 2 AktG.
Media contact
LEONI AG
Gregor le Claire
Corporate Press Officer
Phone    +49 911 2023-226
E-mail     gregor.leclaire@leoni.com

Investor contact
LEONI AG
Rolf Becker
Senior Manager Investor Relations
Phone    +49 911 2023-134
E-mail     rolf.becker@leoni.com