SAF-HOLLAND SE

Pre-Annual General Meeting Information • Dec 1, 2009

News Details

AGM Announcements | 1 December 2009 15:10

SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 18.12.2009 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur Hauptversammlung

01.12.2009

Bekanntmachung gemäß §121 AktG, übermittelt
durch die DGAP - ein Unternehmen der EquityStory AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.

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SAF-HOLLAND S.A. Société anonyme

Registered office: 68-70 Boulevard de la Pétrusse L-2320
Luxembourg R.C.S. Luxembourg B 113.090

(the 'Company')
The board of directors of the Company hereby convenes the shareholders
of the Company to an extraordinary general meeting of the Company's
shareholders on 18 December 2009 at 9 a.m. CET in 22-24 rives de Clausen,
L-2165 Luxembourg having the agenda set out below (the 'Meeting').
Purpose of the Meeting
The Company and the consortium of its bank lenders led by Commerzbank
AG (formerly Dresdner Kleinwort), Bayerische Hypo- und Vereinsbank
AG and Unicredit Luxembourg S.A. (the ' Banks ') have reached
an agreement to secure the financing of the Company and its subsidiaries
(the ' Group ') until 30 September 2014 (the ' Agreement ').
The Agreement is a positive development for the Company and its
shareholders and will secure the Group's financing until 30 September
2014, with added liquidity and flexibility. In particular, the Agreement
provides the following:
Waiver of five amortisation payments, providing the Group
with additional liquidity;
Increase of interest rate margin to market levels coupled
with an ability to capitalise a portion for greater flexibility;
Easing of financial covenants; and
Full waiver of existing events of default.
The Banks have however made the Agreement and its added liquidity
and flexibility for the Group conditional upon the increase of their
protection by having the Company provide enhanced security, which
would provide in case of no repayment/refinancing at term an obligation
to sell the Company's sole asset, i.e. shares in SAF-HOLLAND Group
GmbH (the ' Asset ') and in certain specific circumstances (pending
illiquidity, no sale as outlined above and imminent insolvency) accelerated
security over the Asset.
In such circumstance all assets and liabilities of the Group could
be transferred to a third party which (i) would manage the Group assets
on behalf of the Company for all stakeholders and (ii) shall have
the right and duty to sell them on certain conditions. Proceeds from
the sale of the Group would be applied to the repayment of the Group
obligations to the Banks, in the first instance, and to shareholders
of the Company in the second instance.
The scenarios outlined above (the ' Potential Transfer ')
would only occur if the circumstances outlined were not remedied by
alternative financing arrangements (e.g. further cost-cutting measures
or working capital reduction, subordinated debt, capital increase,
etc.).
The Agreement is in the best interest of the Company as it ensures
the financing of the Group until 30 September 2014 and provides the
Company with added liquidity and flexibility.
The board of directors of the Company has resolved to submit the
decision to authorise the Agreement for approval by the Company's
general meeting of shareholders.
Agenda of the Meeting
Approval of the Agreement, in particular its provision(s)
relating to the Potential Transfer.
Miscellaneous.
Further information about the Agreement and the Meeting is available
for shareholders at the registered office of the Company.
Share capital and voting rights
At the point of convening of the Meeting, the Company's subscribed
share capital equals EUR 207,022.75 and it is divided into 20,702,275
shares having a par value of EUR 0.01 each, all of which are fully
paid up.
The Meeting will be duly constituted if at least half of the share
capital of the Company is present or represented. The approval of
the items on the agenda of the Meeting requires the majority of at
least 2/3 of the voting rights present or represented and expressed
during the Meeting.
Attendance and registration procedures
If you plan to attend the Meeting, kindly send by fax and the original
by mail to the mailing address set out below an attestation from your
depository bank holding your shares in the Company stating the number
of shares held by you as of the date of issuance of the attestation
and that the shares are blocked in your account until the close of
the Meeting. Attestations received by the Company after 16 December
2009, 11.59 p.m. CET will not be taken into account for the Meeting.
Should you not be able to attend the Meeting, kindly complete the
proxy form available on the website of the Company (http://www.safholland.com/investor.html)
(specifying the number of shares held) and date, sign and return (i)
a copy of the proxy by fax and the original by mail, and (ii) an attestation
from your depository bank holding your shares in the Company stating
the number of shares held by you as of the date of issuance of the
attestation and that the shares are blocked in your account until
the close of the Meeting no later than 17 December 2009, at 11.59 p.m.
CET to the fax number and mailing address set out below. Please note
that any proxies received after that time will not be taken into account
for the Meeting.
Mailing address and Fax number
SAF-HOLLAND S.A. c/o Haubrok Corporate Events GmbH Landshuter
Allee 10 80637 Munich Germany Fax: +49-89-210 27-298
Luxembourg, November 2009
Board of Directors of the Company

01.12.2009 Finanznachrichten übermittelt durch die DGAP. Medienarchiv unter http://www.dgap-medientreff.de und http://www.dgap.de

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Sprache: Deutsch
Unternehmen: SAF-HOLLAND S.A.
68-70, boulevard de la Pétrusse
2320 Luxembourg
Luxemburg
E-Mail: barbara.zanzinger@safholland.de
Internet: http://www.safholland.com

Ende der Mitteilung DGAP News-Service

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