Delaware | 0-22936 | 22-3172740 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
P.O. Box 613, Cheyenne, Wyoming | 82001 | |
(Address of principal executive offices) | (Zip Code) |
Item 2.01 Completion of Acquisition or Disposition of Assets | 1 | |||||||
Item 9.01 Financial Statements and Exhibits | 3 | |||||||
SIGNATURES | 4 |
2
UNAUDITED EUR |
||||
ASSETS |
||||
1. cash reserve |
||||
a) cash on hand |
3,300 | |||
b) balances with central banks |
10,265,554 | |||
10,268,854 | ||||
2. receivables from banks |
||||
a) payable on demand |
||||
b) other |
35,521,549 | |||
3. receivables from customers |
15,985,776 | |||
4. equity interests |
13,045 | |||
5. interests in affiliated companies |
| |||
6. trust fund assets |
10,829,081 | |||
7. intangible assets |
426,782 | |||
8. fixed assets |
1,220,085 | |||
9. other assets |
12,981,948 | |||
10. accrued items |
537,951 | |||
total assets |
87,785,071 | |||
LIABILITIES |
||||
1. liabilities to banks |
||||
a) payable on demand |
||||
b) with an agreed term or period of notice |
3,620,427 | |||
2. liabilities to customers |
28,833,755 | |||
3. trust fund liabilities |
10,829,081 | |||
4. other liabilities |
3,817,729 | |||
5. accrued items |
1,958 | |||
6. provisions |
||||
a) provision for pensions and similar liabilities |
347,373 | |||
b) other provisions |
15,494,184 | |||
15,841,557 | ||||
7. subordinated capital |
2,000,000 | |||
8. shareholders equity |
||||
a) subscribed capital |
20,000,000 | |||
b) capital reserve |
11,304,812 | |||
c) accumulated net gain |
9,861 | |||
d) net (loss) gain for the year |
(8,474,109 | ) | ||
22,840,564 | ||||
total liabilities and shareholders equity |
87,785,071 | |||
3
F-1
Computer hardware
|
3 years | |
Vehicles
|
6 years | |
Office furniture and equipment
|
5 to 13 years |
F-2
F-3
NOTE 1 BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES Continued |
||
Other Provisions | ||
Other provisions are recognized for current legal or constructive obligations for which the date and/or the amount of the obligations are uncertain, and for which an outflow of resources required to settle the obligations is probable. Provisions for expenses, which do not relate to external obligations, are not recognized. Other provisions are measured in the amount expected to be utilized. | ||
Pension Provisions | ||
Pension provisions are recorded at discounted value according to actuarial principles in accordance with the German tax regulations. | ||
Revenue Recognition | ||
Management fees are recorded as services required under the contract are performed. | ||
Estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in Germany requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
Credit Risk | ||
The Company maintains several cash accounts with a total of 45.8 million. Major items are the account with the Bundesbank 10.3 million and the account with the HypoVereinsbank AG 31.9 million. | ||
The management believes that the risk is limited because the Deutsche Bundesbank reflects the state risk and HVB can be considered as a bank with a strong financial position. |
The receivables from customers amounts to 15,985,776. Included are the non-performing loans recorded with 12,390,902. Each of these loans has been valued individually and any impairments have been considered. |
F-4
Property and equipment consists of the following as of July 3: |
2006 | ||||
Land |
| 5,565,107 | ||
Office equipment |
6,276,267 | |||
Vehicles |
186,655 | |||
Computer equipment |
4,127,312 | |||
Property and equipment total |
16,155,341 | |||
Less: accumulated depreciation and sales |
14,935,256 | |||
Property and equipment net |
| 1,220,085 | ||
The remaining property and equipment of 1,220,085 includes land of a value of 413,789. This land was obtained from a bail out purchase. In connection with the former loan commitment and the realization of the land, the Bank received an advance payment to the amount of 260,000, which is shown in other liabilities. With respect to the result from the realization of the land, the Share Purchase and Transfer Agreement stated that HVB would guarantee the net value of 413,789 after netting the prepayment and selling costs latest December 31, 2007. |
Capitalized software consists of the following as of July 3, 2006: |
2006 | ||||
Software |
| 25,307,290 | ||
Less: accumulated amortization |
24,880.508 | |||
Software net |
| 426,782 | ||
The Company holds an investment of 50% in Crown Westfalen Credit Services GmbH with a book value of 13,045. |
F-5
The Bank has 5 participations in affiliated companies. Four of those companies are in liquidation. The liquidation was decided by shareholder meetings of each of the companies. According to German law there is a waiting period of 12 months between the liquidation resolution and the initial termination of a company. The start of the liquidation process is published in the Bundesanzeiger in order to inform creditors so they can raise claims against the assets before distribution. | ||
The four companies are: | ||
BAK Verwaltungsgesellschaft mbH, Bochum, Huestr. 21-25 The company was founded in 1969 in order to manage participations in other banks. The liquidation resolution was passed on January 26th 2006. The equity is 25,673. |
||
Gesellschaft für Grundbesitz mbH, Bochum, Huestr. 21-25 The company was founded in 1922 for trading with real estate and for building, letting and administration of buildings. The liquidation resolution was passed on January 26th 2006. The equity is 766,989. |
||
Westfalen Kapitalverwaltungsgesellschaft mbH, Bochum, Huestr. 21-25 The company was founded in 1987 for a joint shareholding with a corporate customer of the bank. The liquidation resolution was passed on January 26th 2006. The equity is 511,292. |
||
Westfalen Corporate Finance mbH, Bochum Huestr. 21-25 The company was founded in 1993 to manage Corporate Finance projects. The liquidation resolution was passed on January 26th 2006. The equity is 1,028,913. |
||
These subsidiaries have no strategic impact for Westfalenbank AG. Westfalenbank AG will receive at minimum the book value of the subsidiaries of a total of 2.332.866. This has been guaranteed by HVB in the Sales and Purchase Agreement of the shares of Westfalenbank AG. Since Westfalenbank AG will receive the balance of its investment accounts in cash at the end of the 12 months waiting period without any risk; these companies are not consolidated and included under Other Assets. |
F-6
2006 | ||||
HVB Verwa 5 GmbH & Co. Restrukturierung KG |
| 6,594,360 | ||
Sales Revenue FORTIS |
2,399,579 | |||
Receivables from subsidiaries in liquidation (See note 6) |
2,332,866 | |||
Equity interest Nadineon |
25,000 | |||
Tax claims receivable |
1,048,567 | |||
Others assets |
581,576 | |||
Total other assets |
| 12,981,948 | ||
The Company entered into an Agency and Trust Agreement with Credit Suisse International, London (CS) on November 23/24, 2005 governing the management of receivables from non-bank customers. This Agreement was amended December 30, 2005 due to CS purchasing a loan portfolio from a savings bank in the second half of 2005. According to the regulation in of the Trust Agreement, Westfalenbank is responsible for account maintenance and loan extensions by the trust and in such a manner that the Bank has rights and duties vis-à-vis the customer externally, but acts for the account of CS internally. All customer default risks arising from the trust loans are borne by CS and the financing was provided by CS. |
F-7
Promissory note, issued June 9, 2006 with interest payable
annually at a rate of 4.55%. Principal due February 11, 2013 |
| 5,000,000 | ||
Promissory note, issued June 9, 2006 with interest payable
annually at a rate of 5.19%. Principal due March 4, 2014 |
1,000,000 | |||
Promissory note, issued June 9, 2006 with interest payable
quarterly at a variable rate of 3 month Libor +0.805% (3.86%
at July 3, 2006). Principal due January 16, 2013 |
5,000,000 | |||
Promissory note, issued June 9, 2006 with interest payable
annually at a rate of 5.13%. Principal due February 4, 2014 |
7,000,000 | |||
Promissory note, issued June 9, 2006 with interest payable
annually at a rate of 4.70%. Principal due February 4, 2014 |
1,000,000 | |||
Total debt |
19,000,000 | |||
Less: current portion |
| |||
Total long term debt |
| 19,000,000 | ||
F-8
Year ending December 31, | ||||
2006 |
| | ||
2007 |
| |||
2008 |
| |||
2009 |
| |||
2010 |
| |||
Thereafter |
19,000,000 | |||
Total |
| 19,000,000 | ||
Subordinated promissory note, issued January 25, 2005 with
interest payable annually at a rate of 6.13%. Principal due
February 4, 2014 |
| 2,000,000 | ||
Total subordinated debt |
2,000,000 | |||
Less: current portion |
| |||
Total subordinated debt |
| 2,000,000 | ||
Year ending December 31, | ||||
2006 |
| | ||
2007 |
| |||
2008 |
| |||
2009 |
| |||
2010 |
| |||
Thereafter |
2,000,000 | |||
Total |
| 2,000,000 | ||
F - 9
2006 | ||||
Other liabilities |
||||
Liabilities to creditors |
| 2,163,674 | ||
Other liabilities |
1,654,055 | |||
Total other liabilities |
| 3,817,729 | ||
Other provisions |
||||
Lease Dussledorf building |
| 8,300,000 | ||
Provision for credit business |
1,929,984 | |||
Provision personnel lay off |
1,829,481 | |||
Provision restructuring |
1,818,370 | |||
Other provisions |
1,616,349 | |||
Total other provisions |
| 15,494,184 | ||
F - 10
F - 11
Note | 2006 | |||||||
Shareholders equity in accordance with GERMAN GAAP |
| 22,840,564 | ||||||
Items decreasing net profit: |
||||||||
Provision for pension liability |
(a | ) | (197,866 | ) | ||||
Impairment on non performing loan portfolio |
(b | ) | (220,000 | ) | ||||
Shareholders equity in accordance with US GAAP |
| 22,422,698 | ||||||
a) | Pension liability | ||
Under GERMAN GAAP, pension provisions were calculated by the Unternehmensberatung fur Versorgung & Vergütung Dr. Dr. Heissmann GmbH in accordance with actuarial principles based on the Banks pension Regulations 1982 in the version of 1 December 1986, and individual pension commitments. Their results are presented in an actuarial report. The calculation of the pension provision was in accordance with German tax regulations. (§§ 6a and 52 (16b) EstG). | |||
Under US GAAP, pensions provisions are calculated in accordance with the Financial Statement Accounting Board Standard (FASB) Statements No. 87, Employers Accounting for Pensions, No. 88, Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and FAS 132(R): Employers Disclosures about Pensions and Other Postretirement Benefits an amendment of FASB Statements No. 87, 88, and 106. Pension costs under the Companys defined benefit plan are actuarially determined. | |||
The following table sets forth the funded status of the defined benefit pension plan, and amounts recognized in the GERMAN to US GAAP RECONCILATION. | |||
Weighted average assumptions used to determine the benefit obligation at the measurement date July 3, 2006 |
Discount Rate |
4.5 | % | ||
Rate of inflation |
1.5 | % | ||
Rate of pension increases |
1.5 | % |
F - 12
Vested benefit obligation: |
||||
Actives |
| (545,239 | ) | |
Vested Terminated |
| |||
Pensioners |
| |||
Total |
| (545,239 | ) | |
Accumulated benefit obligation |
| (545,239 | ) | |
Fair value of plan assets |
| |||
Underfunded benefit obligation |
(545,239 | ) | ||
Unrecognized transitional amount |
| |||
Unrecognized prior service cost |
| |||
Unrecognized net (gain) or loss |
| |||
Accrued Pension Cost |
| (545,239 | ) | |
F - 13
In Euros | ||||||||
Carrying | Estimated | |||||||
Value | Fair Value | |||||||
Financial assets: |
||||||||
Cash and other short term |
||||||||
Financial instruments |
45,790,403 | 45,790,403 | ||||||
Investments |
13,045 | 13,045 | ||||||
Receivables |
15,765,776 | 15,765,776 | ||||||
Fixed assets |
1,220,085 | 1,220,085 | ||||||
Software |
426,782 | 426,782 | ||||||
Financial liabilities: |
||||||||
Long-term and subordinated debt |
21,000,000 | 21,000,000 |
F - 14
CROWN NORTHCORP, INC. | ||||||
January 12, 2007
|
By: | /s/ Stephen W. Brown
|
||||
Secretary |
4
September 30, 2006 | September 30, 2006 | Adjustments | Combined | |||||||||||||||||||||||||
Crown | Wesfalenbank AG | dr | cr | as adjusted | ||||||||||||||||||||||||
CURRENT ASSETS: |
||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | 723,088 | $ | 48,926,564 | $ | 49,649,652 | ||||||||||||||||||||||
Accounts receivable |
4,219,214 | 4,219,214 | ||||||||||||||||||||||||||
Prepaid expenses and other assets |
433,034 | 381,948 | 814,982 | |||||||||||||||||||||||||
Total current assets |
5,375,336 | 49,308,512 | 54,683,848 | |||||||||||||||||||||||||
PROPERTY AND EQUIPMENT Net |
494,968 | 1,497,922 | 235,607 | a | 2,228,497 | |||||||||||||||||||||||
RESTRICTED CASH |
2,824,091 | | 1,011,121 | b | 1,812,970 | |||||||||||||||||||||||
INTANGIBLE ASSETS |
532,746 | 3,818,220 | a | 4,350,966 | ||||||||||||||||||||||||
OTHER ASSETS |
||||||||||||||||||||||||||||
Investment in partnerships and joint ventures |
2,168,687 | 16,603 | 1,015,015 | f | 2,732,286 | a | 468,019 | |||||||||||||||||||||
Trust fund assets |
12,607,382 | 12,607,382 | ||||||||||||||||||||||||||
Mortgage loans, net of reserves |
628,765 | 17,918,842 | 282,485 | d | 18,265,122 | |||||||||||||||||||||||
Loan servicing rights net |
4,558,818 | | 4,558,818 | |||||||||||||||||||||||||
Capitalized loan cost net |
1,011,121 | b | 2,845,959 | |||||||||||||||||||||||||
1,834,838 | e | |||||||||||||||||||||||||||
Capitalized software cost net |
431,546 | | 431,546 | |||||||||||||||||||||||||
Deposits |
41,339 | 41,339 | ||||||||||||||||||||||||||
Other |
| 5,007,168 | 5,007,168 | |||||||||||||||||||||||||
Total other assets |
7,829,155 | 35,549,995 | 44,225,353 | |||||||||||||||||||||||||
TOTAL |
$ | 16,523,550 | $ | 86,889,175 | $ | 107,301,634 | ||||||||||||||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||||||||||||||
CURRENT LIABILITIES |
||||||||||||||||||||||||||||
Accounts payable |
1,224,169 | 11,434,915 | 12,659,084 | |||||||||||||||||||||||||
Convertible notes payable |
462,500 | | 462,500 | |||||||||||||||||||||||||
Accrued expenses: |
||||||||||||||||||||||||||||
Interest |
630,294 | c | 630,294 | |||||||||||||||||||||||||
Other |
1,273,593 | 1,644,229 | 1,015,015 | f | 3,932,837 | |||||||||||||||||||||||
Total current liabilities |
2,960,262 | 13,079,144 | 17,684,715 | |||||||||||||||||||||||||
LONG-TERM OBLIGATIONS: |
||||||||||||||||||||||||||||
Allowance for loan losses & other |
243,076 | 6,936,970 | 7,180,046 | |||||||||||||||||||||||||
Notes payable |
24,182,060 | 1,958,693 | a | 31,818,500 | a | 54,675,320 | ||||||||||||||||||||||
633,453 | c | |||||||||||||||||||||||||||
Trust fund liabilities |
| 12,713,266 | 12,713,266 | |||||||||||||||||||||||||
Total long-term obligations |
243,076 | 43,832,296 | 74,568,632 | |||||||||||||||||||||||||
SUBORDINATED CAPITAL |
2,545,480 | 2,545,480 | ||||||||||||||||||||||||||
SHAREHOLDERS EQUITY: |
||||||||||||||||||||||||||||
Common stock |
134,019 | | 134,019 | |||||||||||||||||||||||||
Additional paid-in capital |
20,194,153 | 39,842,886 | 39,842,886 | a | 1,834,838 | e | 22,028,991 | |||||||||||||||||||||
Accumulated comprehensive income |
389,611 | | 389,611 | |||||||||||||||||||||||||
Accumulated deficit |
(7,220,513 | ) | (12,410,632 | ) | 1,546,231 | c,d | 11,304,620 | a | (9,872,756 | ) | ||||||||||||||||||
Treasury stock, at cost |
(177,058 | ) | | (177,058 | ) | |||||||||||||||||||||||
Total shareholders equity |
13,320,212 | 27,432,254 | 12,502,807 | |||||||||||||||||||||||||
TOTAL |
$ | 16,523,550 | $ | 86,889,175 | $ | 107,301,634 | ||||||||||||||||||||||
September 30, 2006 | September 30, 2006 | Adjustments | Combined | |||||||||||||||||||||||||
Crown | Westfalenbank AG | dr | cr | as adjusted | ||||||||||||||||||||||||
REVENUES: |
||||||||||||||||||||||||||||
Management fees |
$ | 5,097,449 | $ | | $ | 5,097,449 | ||||||||||||||||||||||
Disposition fees |
3,971,399 | 245,639 | 4,217,038 | |||||||||||||||||||||||||
Servicing fees |
3,862,553 | 2,108,930 | 1,354,195 | a | 4,617,288 | |||||||||||||||||||||||
Interest income |
32,205 | 8,971,372 | 8,769,629 | a | 233,948 | |||||||||||||||||||||||
Other |
306,182 | 20,464,140 | 20,474,852 | a | 295,470 | |||||||||||||||||||||||
Total revenues |
13,269,788 | 31,790,081 | 30,598,676 | 14,461,193 | ||||||||||||||||||||||||
EXPENSES: |
||||||||||||||||||||||||||||
Personnel |
5,532,347 | 24,661,963 | 23,751,838 | a | 6,442,472 | |||||||||||||||||||||||
Occupancy, insurance and other |
5,040,215 | 18,395,867 | 349,500 | d | 17,419,166 | a | 6,648,901 | |||||||||||||||||||||
282,485 | d | |||||||||||||||||||||||||||
Interest |
10,375 | | 1,263,747 | c | 1,274,122 | |||||||||||||||||||||||
Write-off mortgage servicing rights |
165,110 | | 165,110 | |||||||||||||||||||||||||
Depreciation and amortization |
579,784 | 1,258,994 | 1,201,721 | a | 637,057 | |||||||||||||||||||||||
Total expenses |
11,327,831 | 44,316,824 | 1,895,732 | 42,372,725 | 15,167,662 | |||||||||||||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
1,941,957 | (12,526,743 | ) | 32,494,408 | 42,372,725 | (706,469 | ) | |||||||||||||||||||||
INCOME TAX (BENEFIT) |
| (104,536 | ) | 108,355 | a | 3,819 | ||||||||||||||||||||||
NET INCOME (LOSS) |
$ | 1,941,957 | (12,422,207 | ) | $ | 32,602,763 | $ | 42,372,725 | $ | (710,287 | ) | |||||||||||||||||
OTHER COMPREHENSIVE INCOME |
||||||||||||||||||||||||||||
Foreign currency translation adjustment |
332,795 | | 332,795 | |||||||||||||||||||||||||
COMPREHENSIVE INCOME (LOSS) |
$ | 2,274,752 | $ | (12,422,207 | ) | $ | 32,602,763 | $ | 42,372,725 | $ | (377,492 | ) | ||||||||||||||||
Basic earnings (loss) per share |
$ | 0.08 | $ | (0.01 | ) | |||||||||||||||||||||||
Diluted earnings (loss) per share |
$ | 0.08 | $ | (0.01 | ) | |||||||||||||||||||||||
Basic shares used in per share computation |
29,521,098 | 29,521,098 | ||||||||||||||||||||||||||
Diluted shares used in per share computation |
29,521,098 | 29,521,098 |
In millions of Euro | 2005 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||
Net interest income |
22.6 | 23.2 | 22.3 | 23.4 | 30.4 | |||||||||||||||
Valuation earnings from
loan business |
+0.4 | 6.3 | 22.3 | 7.9 | 21.8 | |||||||||||||||
Net interest income after
valuation earnings |
23.0 | 16.9 | 0.0 | 15.5 | 8.6 | |||||||||||||||
Net commission income |
11.3 | 14.0 | 13.5 | 14.0 | 18.7 | |||||||||||||||
Proprietary trading |
0.1 | 0.2 | 0.4 | 0.1 | 9.5 | |||||||||||||||
Other operating income |
0.6 | 1.8 | 2.7 | 46.1 | 22.6 | |||||||||||||||
General administrative expense
(incl. depreciation) |
39.3 | 41.4 | 42.5 | 45.5 | 39.8 | |||||||||||||||
Extraordinary items |
36.2 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||||
Net income (loss)
for the year |
36.8 | 8.3 | 27.1 | 24.8 | 24.2 | |||||||||||||||
Total business volume |
1,392.0 | 1,622.9 | 1,799.0 | 2,150.0 | 2,811.5 | |||||||||||||||
Total assets |
1,268.2 | 1,526.0 | 1,707.3 | 2,048.7 | 2,700.2 | |||||||||||||||
Total liable capital |
130.0 | 137.8 | 168.2 | 184.8 | 231.0 | |||||||||||||||
Dividends (in EUR per share) |
| | | 11.08 | | |||||||||||||||
Employees
(Number at year-end) |
238 | 265 | 265 | 286 | 317 | |||||||||||||||
Newly appointed trainees |
4 | 4 | 5 | | 5 | |||||||||||||||
Return on Equity after Tax |
| | | 17.8 | % | | ||||||||||||||
Cost-Income-Ratio |
> 100 | % | > 100 | % | > 100 | % | > 100 | % | 81.1 | % | ||||||||||
Proportion of commission
in current earnings |
33 | % | 38 | % | 37 | % | 37 | % | 47 | % |
Report of the Executive Board |
2 | |||
Report of the Supervisory Board |
4 | |||
Committees |
6 | |||
Financial
Statements |
||||
Management Report |
8 | |||
Balance Sheet |
20 | |||
Income Statement |
22 | |||
Notes on the Accounts |
23 | |||
Audit Opinion |
41 | |||
Imprint |
43 |
1
2
Dr. Joachim Paulus
|
Dr. Christian von Villiez |
3
4
1. | information contained in the report is accurate, |
2. | with respect to the legal transactions cited therein, the Companys remuneration was at an appropriate level, |
3. | the measures listed in the report do not warrant an assessment that differs significantly from that made by the Executive Board. |
5
Supervisory Board |
||
Dr. Klaus Marquardt, Berlin
|
Michael Papenfuß, Hamburg | |
Honorary Chairman
|
Group Executive Manager of Bayerischen Hypo- und Vereinsbank Aktiengesellschaft | |
Gunter Ernst, Munich |
||
Chairman
|
Jörg Podwojewski, Bochum | |
Former Group Executive Manager
of Bayerischen Hypo- und Vereinsbank
Aktiengesellschaft
|
(until 27 June, 2005) Bank Employee Westfalenbank Aktiengesellschaft |
|
Dr. Gerhard Jooss, Essen
|
Michael Rosenberg, Düsseldorf | |
Vice-Chairman
|
(until 27 June, 2005) | |
Former Member of the Board of
Managing Directors of ThyssenKrupp
Aktiengesellschaft
|
Member of the Executive Board of VICTORIA Versicherung Aktiengesellschaft | |
Lutz Diederichs, Berlin
|
Wolfgang Szcygiol, Witten | |
(from 15 September, 2005)
|
Bank Employee | |
Area Manager of Bayerischen Hypo- und
Vereinsbank Aktiengesellschaft
|
Westfalenbank Aktiengesellschaft | |
Günther Berger, Munich |
||
(until 31 August, 2005) |
||
Group Executive Manager of Bayerischen
Hypo- und Vereinsbank Aktiengesellschaft |
||
Peter Menze, Waltrop Bank Employee Westfalenbank Aktiengesellschaft |
6
Managing Directors
|
Responsibilities for Departments | |
Executive Board
|
Internal Audit | |
Dr. Heinz J. Hockmann
|
Albert Strüder | |
(until 31 August, 2005) |
||
Loans | ||
Dr. Joachim Paulus
|
Klaus Depenbusch | |
(from 1 August, 2005) |
||
Finance | ||
Dr. Johannes-Jörg Riegler
|
Heike Haarmann | |
(until 30 September, 2005) |
||
Legal Department/Credit Monitoring | ||
Dr. Christian von Villiez
|
Jürgen Kalfhaus | |
(from 15 September, 2005) |
||
Information Technology | ||
Klaus Koukal | ||
Responsibilities for Markets |
||
Corporate Communications/ | ||
International Markets
|
Executive Board Staff | |
Georg Friedrich Doll
|
Stefanie Nowack | |
Corporate Banking
|
Controlling/Risk Controlling | |
Wolfgang Teppe
|
Karsten Otte | |
Special Financing Arrangements
|
Services | |
Ralf Theile
|
Wolfgang Peveling | |
Personnel | ||
Norbert Selbach |
7
2004 | 2005 | Chance | ||||||||||
Corporate Banking |
18.6 | 18.5 | -0.1 | |||||||||
Private Banking |
3.6 | 3.6 | 0.0 | |||||||||
Asset Management |
4.4 | 2.9 | -1.5 | |||||||||
International Markets |
1.9 | 0.7 | -1.2 | |||||||||
Assets/Liabilities Control |
7.8 | 9.2 | 1.4 |
8
9
10
11
12
Development | In millions of Euro | In millions of Euro | ||||||
As of 1 January, 2005/2004 |
138.7 | 167.3 | ||||||
Allocations |
2.5 | 16.7 | ||||||
Write-offs |
2.5 | 10.5 | ||||||
Consumption |
26.4 | 34.8 | ||||||
As of 31 December, 2005/2004 |
112.3 | 138.7 |
13
14
§ | The introduction and continued development of systems and methods for risk measurement and management | |
§ | Ongoing measurement and monitoring of market price risks based on a value-at-risk approach | |
§ | Independent control of parameters, such as interest rate curves, volatilities, etc. used for market price risk and results measurement | |
§ | Ongoing check of trading transactions to ensure that conditions compatible with the market have been established | |
§ | Daily calculation of trading results |
15
16
17
18
19
31.12.2004 | ||||||||||||||||||||||
31.12.2005 | In thousands | |||||||||||||||||||||
Assets | Euro | Euro | Euro | of Euro | ||||||||||||||||||
Cash reserves | ||||||||||||||||||||||
a) | Cash on hand | 113,383.44 | 317 | |||||||||||||||||||
b) | Balances with central banks | |||||||||||||||||||||
of which | with Deutsche Bundesbank | |||||||||||||||||||||
Euro 596,308.26 | 596,308.26 | 8,879 | ||||||||||||||||||||
(previous year: Euro 8,879 thousand) | 709,691.70 | 9,196 | ||||||||||||||||||||
Debt instruments issued by public-sector entities and bills of exchange eligible for rediscount at central banks | ||||||||||||||||||||||
a) | Treasury bills and non-interest-bearing treasury notes as well as similar debt instruments of public-sector entities | |||||||||||||||||||||
of which | eligible for rediscount at Deutsche Bundesbank | |||||||||||||||||||||
Euro 0.00 | 0.00 | 0 | ||||||||||||||||||||
(Previous year: Euro 0) | ||||||||||||||||||||||
b) | Bills of exchange | |||||||||||||||||||||
of which | eligible for rediscount at Deutsche Bundesbank | |||||||||||||||||||||
Euro 1,046,345.36 | 1,046,345.36 | 1,120 | ||||||||||||||||||||
(Previous year: Euro 1,120 thousand) | 1,046,345.36 | 1,120 | ||||||||||||||||||||
Receivables from banks | ||||||||||||||||||||||
a) | Payable on demand | 154,597,766.65 | 177,802 | |||||||||||||||||||
b) | Other receivables | 58,026,988.02 | 33,514 | |||||||||||||||||||
212,624,754.67 | 211,316 | |||||||||||||||||||||
Loans to customers | 634,430,460.43 | 736,543 | ||||||||||||||||||||
of which | secured by mortgages | |||||||||||||||||||||
Euro 6,964,497.70 | ||||||||||||||||||||||
(previous year: Euro 10,026 thousand) | ||||||||||||||||||||||
Municipal loans Euro 61,344,077.25 | ||||||||||||||||||||||
(Previous year: Euro 60,187 thousand) | ||||||||||||||||||||||
Notes and other fixed-income securities | ||||||||||||||||||||||
a) | Money-market instruments | |||||||||||||||||||||
aa) | issued by public-sector entities | 0.00 | 0 | |||||||||||||||||||
ab) | issued by other issuers | 0.00 | 0 | |||||||||||||||||||
of which | eligible as collateral for Deutsche Bundesbank advances | 0.00 | ||||||||||||||||||||
Euro 0.00 | ||||||||||||||||||||||
(Previous year: Euro 0) | ||||||||||||||||||||||
b) | Bonds and notes | |||||||||||||||||||||
ba) | issued by public-sector entities | 97,050,120.83 | 161,693 | |||||||||||||||||||
of which | eligible as collateral for Deutsche Bundesbank advances | |||||||||||||||||||||
Euro 97,050,120.83 | ||||||||||||||||||||||
(Previous year: Euro 161,693 thousand) | ||||||||||||||||||||||
bb) | issued by other issuers | 191,374,122.66 | 282,996 | |||||||||||||||||||
of which | eligible as collateral for Deutsche Bundesbank advances | 288,424,243.49 | 444,689 | |||||||||||||||||||
Euro 170,923,130.44 | ||||||||||||||||||||||
(Previous year: Euro 269,476 thousand) | ||||||||||||||||||||||
c) | Own debentures | |||||||||||||||||||||
Par value Euro 0.00 | 0 | 80 | ||||||||||||||||||||
(Previous year: Euro 75 thousand) | 288,424,243.49 | 444,769 | ||||||||||||||||||||
Stocks and other non-fixed income securities | 96,012,084.37 | 88,394 | ||||||||||||||||||||
Equity interests | 1,612,929.59 | 4,452 | ||||||||||||||||||||
of which | in banks | |||||||||||||||||||||
Euro 901,261.00 | ||||||||||||||||||||||
(Previous year: Euro 901 thousand) | ||||||||||||||||||||||
of which | in financial service institutions | |||||||||||||||||||||
Euro 0.00 | ||||||||||||||||||||||
(Previous year: Euro 0) | ||||||||||||||||||||||
Interests in affiliated companies | 3,358,430.20 | 2,358 | ||||||||||||||||||||
of which | in banks | |||||||||||||||||||||
Euro 0.00 | ||||||||||||||||||||||
(Previous year: Euro 0) | ||||||||||||||||||||||
of which | in financial service institutions | |||||||||||||||||||||
Euro 1,028,912.88 | ||||||||||||||||||||||
(Previous year: Euro 1,029 thousand) | ||||||||||||||||||||||
Trust fund assets | 12,275,669.54 | 5 | ||||||||||||||||||||
of which | loans on a trust fund basis | |||||||||||||||||||||
Euro 12,270,556.62 | ||||||||||||||||||||||
(Previous year: Euro 0) | ||||||||||||||||||||||
Intangible assets | 1,104,463.21 | 5,441 | ||||||||||||||||||||
Fixed assets | 3,006,011.94 | 5,228 | ||||||||||||||||||||
Other assets | 11,068,227.09 | 15,389 | ||||||||||||||||||||
Accrued items | 2,536,911.95 | 1,812 | ||||||||||||||||||||
Total assets | 1,268,210,223.54 | 1,526,023 |
31.12.2004 | ||||||||||||||||||||||
31.12.2005 | In thousands | |||||||||||||||||||||
Liabilities and Shareholders Equity | Euro | Euro | Euro | of Euro | ||||||||||||||||||
Liabilities to banks | ||||||||||||||||||||||
a) | Payable on demand | 45,578,519.10 | 58,130 | |||||||||||||||||||
b) | With an agreed term or period of notice | 257,261,199.64 | 460,661 | |||||||||||||||||||
302,839,718.74 | 518,791 | |||||||||||||||||||||
Liabilities to customers | ||||||||||||||||||||||
a) | Savings deposits | |||||||||||||||||||||
aa) | with an agreed period of notice of three months | 0.00 | 0 | |||||||||||||||||||
ab) | with an agreed period of notice of more than three months | 0.00 | 0 | |||||||||||||||||||
0.00 | ||||||||||||||||||||||
b) | Other liabilities | |||||||||||||||||||||
ba) | Payable on demand | 267,868,726.69 | 330,713 | |||||||||||||||||||
bb) | With an agreed term or period of notice | 511,228,314.27 | 498,972 | |||||||||||||||||||
779,097,040.96 | ||||||||||||||||||||||
779,097,040.96 | 829,685 | |||||||||||||||||||||
Securitized liabilities | ||||||||||||||||||||||
a) | Debentures issued | 0.00 | 557 | |||||||||||||||||||
b) | Other securitized liabilities | 0.00 | 0 | |||||||||||||||||||
of which | money market instruments | |||||||||||||||||||||
Euro 0.00 | ||||||||||||||||||||||
(Previous year: Euro 0) | ||||||||||||||||||||||
of which | own acceptances and promissory notes outstanding | |||||||||||||||||||||
Euro 0.00 | ||||||||||||||||||||||
(Previous year: Euro 0) | 0.00 | 557 | ||||||||||||||||||||
Trust fund liabilities | 12,275,669.54 | 5 | ||||||||||||||||||||
of which | loans on a trust fund basis | |||||||||||||||||||||
Euro 12,270,556.62 | ||||||||||||||||||||||
(Previous year: Euro 0) | ||||||||||||||||||||||
Other liabilities | 4,048,528.06 | 3,998 | ||||||||||||||||||||
Deferred items | 3,045,947.63 | 2,535 | ||||||||||||||||||||
Provisions | ||||||||||||||||||||||
a) | Provisions or old-age pensions and similar liabilities | 24,836,968.00 | 22,552 | |||||||||||||||||||
b) | Provisions for deferred taxation | 890,536.50 | 2,188 | |||||||||||||||||||
c) | Other provisions | 43,399,002.14 | 11,183 | |||||||||||||||||||
69,126,506.64 | 35,923 | |||||||||||||||||||||
Subordinated liabilities | 26,000,000.00 | 26,000 | ||||||||||||||||||||
Shareholders Equity | ||||||||||||||||||||||
a) | Subscribed capital | 50,514,282.00 | 50,514 | |||||||||||||||||||
b) | Capital reserves | 21,262,529.97 | 84,500 | |||||||||||||||||||
c) | Revenue reserves | |||||||||||||||||||||
ca) | Statutory reserve | 0.00 | 2,487 | |||||||||||||||||||
cb) | Other revenue reserve | 0.00 | 2,276 | |||||||||||||||||||
0.00 | ||||||||||||||||||||||
d) | Accumulated net loss | 0.00 | - 31,248 | |||||||||||||||||||
71,776,811.97 | 108,529 | |||||||||||||||||||||
Total liabilities and Shareholders Equity | 1,268,210,223.54 | 1,526,023 | ||||||||||||||||||||
Contingent liabilities | ||||||||||||||||||||||
Contingent liabilities from guarantees and indemnity agreements | 123,836,455.19 | 96,900 | ||||||||||||||||||||
Other liabilities | ||||||||||||||||||||||
Irrevocable loan commitments | 275,846,997.89 | 210,828 |
2004 | ||||||||||||||||
2005 | In thousands | |||||||||||||||
Euro | Euro | Euro | of Euro | |||||||||||||
Interest income from |
||||||||||||||||
a) Loans and money-market transactions |
65,076,755.99 | 74,272 | ||||||||||||||
b)
Fixed-income securities and government-registered debt |
16,761,686.56 | 17,200 | ||||||||||||||
81,838,442.55 | 91,472 | |||||||||||||||
Interest expenses |
- 63,188,608.53 | - 68,888 | ||||||||||||||
18,649,834.02 | 22,584 | |||||||||||||||
Current income from |
||||||||||||||||
a) Stocks and other non-fixed-income securities |
3,810,997.76 | 385 | ||||||||||||||
b) Equity interests |
119,656.22 | 128 | ||||||||||||||
c) Interests in affiliated companies |
90.00 | 0 | ||||||||||||||
3,930,743.98 | 514 | |||||||||||||||
Income from profit pooling and profit and loss or part
profit and loss transfer agreements |
37,079.38 | 62 | ||||||||||||||
Net interest income |
22,617,657.38 | 23,160 | ||||||||||||||
Commissions received |
13,471,657.74 | 16,808 | ||||||||||||||
Commissions paid |
- 2,132,412.09 | - 2,790 | ||||||||||||||
Net commission income |
11,339,245.65 | 14,018 | ||||||||||||||
Net expense from financial transactions |
138,601.14 | - 239 | ||||||||||||||
(Previous year: Net expense from financial transactions) |
||||||||||||||||
Other operating income |
2,468,204.91 | 3,388 | ||||||||||||||
General administrative expenses |
||||||||||||||||
a) Staff |
||||||||||||||||
aa) Wages and salaries |
- 18,796,944.38 | - 19,808 | ||||||||||||||
ab) Social security contributions and expenses for
old-age pensions and other employee benefits
of which for old-age pensions 2,859,676.07 |
- 5,241,763.30 | - 5,727 | ||||||||||||||
(Previous year: Euro 3.236 thousand) |
- 24,038,707.68 | - 25,535 | ||||||||||||||
b) Other administrative expenses |
- 12,484,166.85 | - 12,451 | ||||||||||||||
- 36,522,874.53 | - 37,986 | |||||||||||||||
Depreciation and write-offs on intangible and fixed assets |
- 2,778,967.57 | - 3,412 | ||||||||||||||
Other operating expenses |
- 1,820,416.80 | - 1,614 | ||||||||||||||
Income from write-ups from receivables and certain
securities as well as from the release of provisions in
loan transactions |
||||||||||||||||
(Previous year: Write-downs and
adjustments on loans and certain securities as well as
allocations to provisions for possible loan losses) |
604,544.60 | - 6,034 | ||||||||||||||
Income from additions to equity interests, interests in
affiliated companies and securities classified as fixed
assets |
2,032,022.48 | 194 | ||||||||||||||
Operating result |
- 1,921,982.74 | - 8,526 | ||||||||||||||
Extraordinary income |
4,2000,000.00 | 0 | ||||||||||||||
Extraordinary expenses |
- 40,431,760.67 | 0 | ||||||||||||||
Extraordinary result |
- 36,231,760.67 | 0 | ||||||||||||||
Tax refunds on income and revenue |
1,462,239.34 | 42 | ||||||||||||||
Other taxes |
- 60,692.05 | 144 | ||||||||||||||
(Previous year: Other tax refunds) |
1,401,547.29 | 186 | ||||||||||||||
Net loss for the year |
- 36,752,196.12 | - 8,339 | ||||||||||||||
Loss carryforward from previous year |
- 31,247,853.34 | - 22,908 | ||||||||||||||
Transfer from capital reserves |
63,236,977.57 | 0 | ||||||||||||||
Transfer from retained earnings |
||||||||||||||||
a) Statutory reserve |
2,487,192.14 | 0 | ||||||||||||||
b) Other revenue reserve |
2,275,879.75 | 0 | ||||||||||||||
Net profit |
0.00 | - 31,248 | ||||||||||||||
(Previous year: Accumulated net loss) |
22
As at | Allocations | Withdrawals | As at | |||||||||||||
In thousands of Euro | 01.01.2005 | 2005 | 2005 | 31.12.2005 | ||||||||||||
Capital reserve |
84,500 | | 63,237 | 21,263 | ||||||||||||
Revenue reserves |
||||||||||||||||
Statutory reserves |
2,487 | | 2,487 | 0 | ||||||||||||
Other revenue reserves |
2,276 | | 2,276 | 0 | ||||||||||||
4,763 | | 4,763 | 0 | |||||||||||||
Total |
89,263 | | 68,000 | 21,263 |
23
24
Share in | Equity in thousands | Result for the | ||||||||||
the capital | of Eurø (w/o result | year in thousands | ||||||||||
Company name | % | for the year) | of Euro | |||||||||
BAK Verwaltungsgesell-
schaft mbH, Bochum |
100 | % | 26 | 0 | ||||||||
Gesellschaft für Grund-
besitz mbH, Bochum |
100 | % | 773 | | 1 ) | |||||||
Westfalen Credit Services
GmbH, Bochum |
100 | % | 1,066 | - 28 | ||||||||
Westfalen Kapitalverwaltungs-
gesellschaft mbH, Bochum |
100 | % | 511 | | 1 ) | |||||||
Westfalen Corporate
Finance GmbH, Bochum |
100 | % | 1,010 | - 2 | ||||||||
Nadinion Objekt Huestraße
GmbH & Co. KG, München |
100 | %2) | 25 | 2) | 2 | 2) |
1) | profit and loss transfer agreement with this company | |
2) | limited liability capital only |
25
In thousands of Euro | 2005 | 2004 | ||||||
Other receivables from banks |
||||||||
Up to 3 months |
35,667 | 19,530 | ||||||
More than 3 months up to 1 year |
6,419 | 8,004 | ||||||
More than 1 year up to 5 years |
4,777 | 3,006 | ||||||
More than 5 years |
11,164 | 2,974 | ||||||
Total |
58,027 | 33,514 | ||||||
Receivables from customers |
||||||||
Up to 3 months |
284,488 | 398,330 | ||||||
More than 3 months up to 1 year |
86,603 | 55,604 | ||||||
More than 1 year up to 5 years |
152,710 | 169,279 | ||||||
More than 5 years |
110,629 | 113,330 | ||||||
Total |
634,430 | 736,543 |
In thousands of Euro | 2005 | 2004 | ||||||
Affiliated companies |
||||||||
Receivables from banks |
5,782 | 26,373 | ||||||
Receivables from customers |
791 | 1,169 | ||||||
Liabilities
due to banks |
46,945 | 58,615 | ||||||
Liabilities due to customers |
4,086 | 1,592 | ||||||
Companies with which an investment relationship exists |
||||||||
Liabilities due to customers |
56 | 13 |
26
In thousands of Euro | 2005 | 2004 | ||||||
Receivables from customers |
27 | 69 |
In thousands of Euro | 2005 | 2004 | ||||||
Bonds and other
fixed-interest securities |
4,193 | 79,589 | ||||||
Bonds issued |
0 | 557 |
In thousands of Euro | 2005 | 2004 | ||||||
Liabilities to banks with an agreed period of notice of |
||||||||
Up to three months |
167,108 | 321,693 | ||||||
More than 3 months up to 1 year |
11,853 | 21,289 | ||||||
More than 1 year up to 5 years |
52,086 | 86,424 | ||||||
More than 5 years |
26,214 | 31,255 | ||||||
Total |
257,261 | 460,661 | ||||||
Other liabilities to
customers with an agreed
period of notice of |
||||||||
Up to three months |
276,568 | 302,340 | ||||||
More than 3 months up to 1 year |
42,739 | 7,123 | ||||||
More than 1 year up to 5 years |
9,351 | 9,880 | ||||||
More than 5 years |
182,570 | 179,629 | ||||||
Total |
511,228 | 498,972 |
27
In thousands of Euro | 2005 | 2004 | ||||||
Receivables from customers |
3,000 | | ||||||
Bonds and other
fixed-interest securities |
7,544 | | ||||||
Shares and other
non-fixed interest securities |
130 | 364 |
In thousands of Euro | 2005 | 2004 | ||||||
Assets |
92,284 | 102,111 | ||||||
Liabilities |
10,135 | 26,803 |
28
In thousands of Euro | 2005 | 2004 | ||||||
Trust assets: |
||||||||
Investments |
5 | 5 | ||||||
Customer receivables |
12,271 | | ||||||
Trust liabilities: |
||||||||
Liabilities to customers |
12,276 | 5 |
29
In thousands of Euro | 2005 | 2004 | ||||||
Bonds and
other fixed-interest securities |
||||||||
Listed on stock exchange |
280,880 | 444,769 | ||||||
Not listed on stock exchange |
7,544 | | ||||||
Shares and other
non-fixed-interest securities |
||||||||
Listed on stock exchange |
130 | 363 | ||||||
Not listed on stock exchange |
| | ||||||
Investments |
| | ||||||
Investments in affiliates |
| |
In thousands of Euro | 2005 book value | 2005 time value | ||||||
Bonds and other
fixed-interest securities |
40,487 | 40,424 | ||||||
Shares and other
non-fixed-interest securities |
95,882 | 97,283 |
30
Depreciation/ | ||||||||||||||||||||||||
Cost of acquisition | amortization | Book value | ||||||||||||||||||||||
Balance | Dis- | Accu- | Current | Balance | ||||||||||||||||||||
In thousands of Euro | 01.01.2005 | Additions | posals | mulated | year | 31.12.2005 | ||||||||||||||||||
Securities |
227,754 | 25,271 | 115,656 | 1,000 | | 136,369 | ||||||||||||||||||
Equity interests |
4,980 | 255 | 3,094 | 528 | | 1,613 | ||||||||||||||||||
Interests in
affiliated companies |
2,358 | 1,000 | | | | 3,358 | ||||||||||||||||||
Land and buildings |
5,743 | | 174 | 3,545 | 1,515 | 2,024 | ||||||||||||||||||
Other plant, office
furniture and equipment |
11,365 | 213 | 1,010 | 9,586 | 811 | 982 | ||||||||||||||||||
Intangible assets |
27,055 | 449 | | 26,400 | 4,786 | 1,104 |
31
In thousands of Euro | 2005 | 2004 | ||||||
Other assets |
||||||||
Tax refund claims |
5,854 | 5,922 | ||||||
Remaining purchase price and cost
refund claims in connection with
the sale of a business unit |
2,615 | 0 | ||||||
Receivables from HVB in connection
with the contribution and
transfer agreement |
894 | 1,880 | ||||||
Receivables from Falke Bank AG i.L. |
122 | 351 | ||||||
Shares in real estate funds |
856 | 856 | ||||||
Option premiums paid |
76 | 265 | ||||||
Settlement item from
currency translation |
0 | 4,738 | ||||||
Other receivables |
651 | 1,377 | ||||||
Total |
11,068 | 15,389 | ||||||
Other liabilities |
||||||||
Outstanding invoices |
459 | 489 | ||||||
Proportional interest from subordinated
liabilities/profit-sharing rights |
1,175 | 1,176 | ||||||
Amounts due to
tax authorities |
1,102 | 1,092 | ||||||
Settlement item from
currency translation |
615 | 0 | ||||||
Option premiums received |
82 | 278 | ||||||
Other liabilities |
616 | 963 | ||||||
Total |
4,049 | 3,998 | ||||||
32
In thousands of Euro | 2005 | 2004 | ||||||
Accrued income |
||||||||
Prepaid CAP/swaption premiums |
2,529 | 1,791 | ||||||
Other accrued items |
8 | 21 | ||||||
Total |
2,537 | 1,812 | ||||||
Deferred income |
||||||||
CAP/swaption premiums
received in advance |
2,646 | 1,937 | ||||||
Settlement payments received |
50 | 56 | ||||||
Premiums/discounts carried as liabilities |
184 | 413 | ||||||
Other deferred items |
166 | 129 | ||||||
Total |
3,046 | 2,535 |
In thousands of Euro | 2005 | 2004 | ||||||
Liabilities from guarantees and
warranty agreements |
||||||||
Payment guarantees |
11,100 | 12,151 | ||||||
Performance bonds |
19,556 | 13,915 | ||||||
Letters of credit opened |
31,509 | 25,028 | ||||||
Loan security guarantees |
14,385 | 8,440 | ||||||
Delivery guarantees |
12,289 | 12,074 | ||||||
Payment guarantees |
30,171 | 18,417 | ||||||
Other guarantees
and warranties |
4,826 | 6,875 | ||||||
Total |
123,836 | 96,900 |
33
34
35
Par value | ||||||||||||||||||||||||
Remaining life | Positive | Negative | ||||||||||||||||||||||
up to | more than | market | market | |||||||||||||||||||||
In thousands of Euro | 1 year | 1 5 years | 5 years | total | values | values | ||||||||||||||||||
Interest-related
transactions |
109,419 | 324,131 | 790,526 | 1,224,076 | 32,232 | 39,564 | ||||||||||||||||||
OTC products |
109,419 | 324,131 | 790,526 | 1,224,076 | 32,232 | 44,964 | ||||||||||||||||||
Interest swaps |
103,839 | 216,297 | 612,712 | 932,848 | 30,918 | 38,193 | ||||||||||||||||||
Forward rate agreements |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Interest options buy
(calls) |
2,790 | 53,917 | 88,907 | 145,614 | 1,314 | 0 | ||||||||||||||||||
Interest options
sell (puts) |
2,790 | 53,917 | 88,907 | 145,614 | 0 | 1,314 | ||||||||||||||||||
Other interest rate
transactions |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Products traded on
exchanges |
0 | 0 | 0 | 0 | ||||||||||||||||||||
Interest futures |
0 | 0 | 0 | 0 | ||||||||||||||||||||
Interest options |
0 | 0 | 0 | 0 | ||||||||||||||||||||
Currency-related
transactions |
716,669 | 88,331 | 0 | 805,000 | 15,964 | 15,022 | ||||||||||||||||||
OTC products |
716,669 | 88,331 | 0 | 805,000 | 15,964 | 15,022 | ||||||||||||||||||
Forward exchange
transactions |
709,371 | 80,302 | 0 | 789,673 | 15,152 | 14,220 | ||||||||||||||||||
Currency swaps |
0 | 8,029 | 0 | 8,029 | 509 | 499 | ||||||||||||||||||
Currency options buy
(calls) |
3,649 | 0 | 0 | 3,649 | 303 | 0 | ||||||||||||||||||
Currency options
sell (puts) |
3,649 | 0 | 0 | 3,649 | 0 | 303 | ||||||||||||||||||
Stock/Index-related
transactions |
41,431 | 0 | 0 | 41,431 | 0 | 0 | ||||||||||||||||||
OTC products |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Stock/Index options
buy (calls) |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Stock/Index options
sell (puts) |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Other OTC transactions |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Products traded on
exchanges |
41,431 | 0 | 0 | 41,431 | 0 | 0 | ||||||||||||||||||
Stock/Index futures |
40,338 | 0 | 0 | 40,338 | 0 | 0 | ||||||||||||||||||
Stock/Index options |
1,093 | 0 | 0 | 1,093 | 0 | 0 | ||||||||||||||||||
Total |
867,519 | 412,462 | 790,526 | 2,070,507 | 48,196 | 54,586 |
36
Positive | Negative | |||||||
In thousands of Euro | market values | market values | ||||||
Types of counterparties (excluding netting agreements) |
||||||||
OECD governments |
0 | 0 | ||||||
OECD banks |
34,360 | 45,014 | ||||||
Other OECD financial institutions |
0 | 0 | ||||||
Other companies, private individuals |
13,836 | 9,572 | ||||||
Non-OECD governments |
0 | 0 | ||||||
Non-OECD banks |
0 | 0 | ||||||
Other non-OECD financial institutions |
0 | 0 | ||||||
Total |
48,196 | 54,586 |
In thousands of Euro | 2005 | 2004 | ||||||
Equity capital |
||||||||
Core capital |
102,639 | 108,761 | ||||||
Supplementary capital |
28,974 | 30,574 | ||||||
Items to be deducted |
- 1,565 | - 1,540 | ||||||
Total |
130,048 | 137,795 |
37
2005 | 2004 | |||||||||||||||||||||||
Staff | male | female | total | male | female | total | ||||||||||||||||||
Staff paid according to
the agreed pay scale |
||||||||||||||||||||||||
Full-Time |
29 | 62 | 91 | 32 | 70 | 102 | ||||||||||||||||||
Part-Time |
| 15 | 15 | | 16 | 16 | ||||||||||||||||||
Staff paid above the
agreed pay scale |
||||||||||||||||||||||||
Full-Time |
107 | 19 | 126 | 107 | 21 | 128 | ||||||||||||||||||
Part-Time |
1 | 3 | 4 | 1 | 2 | 3 | ||||||||||||||||||
Trainees |
2 | 5 | 7 | 3 | 4 | 7 | ||||||||||||||||||
Total |
139 | 104 | 243 | 143 | 113 | 256 |
Executive Board members
|
EUR 0 thousand | |
Supervisory Board members
|
EUR 29 thousand |
38
39
Dr. Joachim Paulus
|
none | |
Dr. Christian
von Villiez
|
none |
Dr. Joachim Paulus
|
Dr. Christian von Villiez |
40
41
Dr. Rosenbaum
|
Jäger | |
Wirtschaftsprüfer
|
Wirtschaftsprüfer |
42
Published by | Westfalenbank AG | |||
Design | EIXX Visual, Essen/Dorsten | |||
Photographs | Westfalenbank Martin Steffen, Bochum | |||
Ruhr district Manfred Vollmer, Essen | ||||
Repro/Production Staudt Lithographie GmbH, Bochum | ||||
Address
|
Westfalenbank AG | |||
44787 Bochum | 40213 Düsseldorf | |||
Huestrasse 21 25 | Benrather Strasse 12 | |||
Phone ++ 49 (0) 234/ 616 0 | Phone ++ 49 (0) 211 / 8227 0 | |||
Fax ++ 49 (0) 234/ 616 4400 | Fax ++ 49 (0) 211 / 8227 258 | |||
info@westfalenbank.de | ||||
www.westfalenbank.de |
- 2 -
Preamble |
3 | |||
Section 1 Sale and Purchase of Shares |
5 | |||
Section 2 Record Date Balance Sheet/Net Equity Calculation |
5 | |||
Section 3 Purchase Price |
8 | |||
Section 4 Closing |
9 | |||
Section 5 Post-Closing Adjustments |
10 | |||
Section 6 Guarantees of Seller |
11 | |||
Section 7 Guarantees of Crown and Purchaser |
20 | |||
Section 8 Remedies |
20 | |||
Section 9 Tax Indemnification |
25 | |||
Section 10 Special Covenants and Indemnifications |
28 | |||
Section 11 Real Estate |
32 | |||
Section 12 Miscellaneous |
35 |
- 3 -
1. | Seller is the sole shareholder of Westfalenbank AG, registered with the commercial register of the local court in Bochum under HRB 1941 (hereinafter also WeBo). The issued and registered share capital (Grundkapital) of WeBo amounts to EUR 20,000,000.00 and is divided into 1,942,857 bearer shares without par value (auf den Inhaber lautende Stückaktien) (hereinafter also the Sold Shares). The Sold Shares are evidenced in two global share certificates (Globalurkunden), one representing 1,939,290 shares and the other representing 3,567 shares. | |
2. | WeBo holds direct or indirect participations in various companies as listed in |
hereto (hereinafter each also Subsidiary and together Subsidiaries). WeBo and the Subsidiaries are hereinafter referred to as WeBo Group. |
3. | WeBo is a credit institution in accordance with Section 1 para. 1 of the German Banking Act (Kreditwesengesetz). In the last years, WeBo has passed through various organisational and business restructurings as well as changes of control. In particular, WeBo has sold its asset management business as well as its private client business in 2005 (hereinafter the Former Divestments). On March 9/10, 2006, the Seller and Crown have entered into Heads of Terms providing for, inter alia, further restructuring. A preliminary Pro-Forma Balance Sheet attached to such Heads of Terms as Annex 2 (e) reflects the then intended financial status of WeBo as per June 30, 2006. The amended Pro-Forma Balance Sheet as per Record Date reflecting the status as of signing of the Spin-off Contract referred to under item 4 below is attached hereto as |
(hereinafter the Pro-Forma Balance Sheet). |
4. | The restructuring of WeBo by Seller was continued as intended and outlined in the Heads of Terms. The intended target state of WeBo as of Record Date was reached by a spin-off (Abspaltung) of WeBos corporate client business and other assets and liabilities pursuant to the spin-off contract notarized on June 21, 2006 (hereinafter Spin-off Contract), attached hereto as |
- 4 -
and is, inter alia, also reflected in the relevant Guarantees of the Seller set out in this Agreement (hereinafter WeBo Target State). The Parties will jointly cooperate in accomplishing until Closing (as defined in subsequent Section 4), if possible, all further steps to be taken in order to ensure, to the extent actually possible and economically reasonable, that the WeBo Target State will be reached. Such economically reasonable cooperation shall also be applied with respect to any appropriate or necessary measure resulting from the Spin-off Contract after Closing, particularly with regard to the corporate client business (such as processing related payments Zahlungsverkehrsbrücke), personell issues, real estate and IT. The spin-off of the corporate client business and other assets and liabilities of WeBo pursuant to the Spin-off Contract has become effective by entry into the commercial register of WeBo on July 3, 2006. |
5. | Purchaser is a Dutch corporation incorporated in accordance with the laws of the Netherlands in the form of a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat in Amsterdam and offices at 1043 BW Amsterdam, Naritaweg 165 Telestone 8, Netherlands, registered with the Trade Register of the Amsterdam Chamber of Commerce under number 06053940. Purchaser is ultimately wholly owned by Crown. | |
Crown is a Delaware corporation and operates through its corporate headquarters in Columbus, Ohio, U.S.A., and its office in Austin, Texas. European operations are conducted via subsidiaries with offices in London, Ipswich and Farnham in the United Kingdom, Stockholm in Sweden, and in Germany and Belgium. Purchaser receives its revenues primarily from service agreements, mortgage origination fees and real estate asset management fees. Purchaser is an experienced international provider of services for commercial real estate, loan workouts and business restructuring for the international capital market. | ||
6. | Crown intends to expand its business in Germany and Europe and is, therefore, interested in acquiring, through the Purchaser, WeBo in its WeBo Target State from Seller. | |
7. | The definitions used in this Agreement, for reference only, are listed in |
8. | Seller is willing to sell and transfer the Sold Shares to Purchaser. |
- 5 -
1. | Subject to the rules set forth herein, with economic effect as of July 1, 2006, 00:00 a.m., (hereinafter also the Effective Date), Seller hereby sells to Purchaser, and Purchaser hereby purchases from Seller, the Sold Shares. | |
2. | The Sold Shares are sold with all rights and obligations pertaining thereto. | |
3. | The Seller shall transfer the Sold Shares to Purchaser on the Closing Date (as defined below) in accordance with the rules set out in Section 4 below. |
1. | To the extent legally possible Seller will cause WeBo to prepare as of June 30, 2006, 12:00 p.m. / July 1, 2006, 00:00 a.m., (hereinafter also the Record Date), and based on the assumptions of the Pro-Forma Balance Sheet. |
a) | a balance sheet for WeBo in accordance with (and in such priority in case of inconsistencies) (i) the accounting and valuation principles described in |
b) | on the basis of the Preliminary Record Date Balance Sheet, a calculation of WeBos Net Equity (as defined below) (hereinafter also the Preliminary Net Equity Calculation). |
2. | (Intentionally left blank). |
- 6 -
3. | The Preliminary Record Date Balance Sheet and the Preliminary Net Equity Calculation shall be reviewed and certified (Bescheinigung) by BDO Deutsche Warentreuhand AG (hereinafter BDO) as Sellers contractual auditor (Vertragsprüfer) (hereinafter also Sellers Auditor) and, if and to the extent applicable, adjusted to comply with the requirements referred to under Section 2.1 above, including Exhibit 2.1.a. The certification (Bescheinigung) by BDO shall confirm that the review by BDO was done as thoroughly (sorgf ältig und umfassend) as required for a full audit by BDO. The Preliminary Record Date Balance Sheet and the Preliminary Net Equity Calculation as reviewed and, if applicable, adjusted by Sellers Auditor are hereinafter also referred to as the Reviewed Record Date Balance Sheet and the Reviewed Net Equity Calculation. Seller and Purchaser anticipate the Reviewed Record Date Balance Sheet and the Reviewed Net Equity Calculation to be established 90 days after the Record Date at the latest. | |
4. | Upon receipt of the Reviewed Record Date Balance Sheet and the Reviewed Net Equity Calculation, Seller shall without undue delay forward the Reviewed Record Date Balance Sheet and the Reviewed Net Equity Calculation to Purchaser. Within four weeks (Ausschlussfrist) upon receipt of the Reviewed Record Date Balance Sheet and the Reviewed Net Equity Calculation, Purchaser is entitled to raise towards Seller in written form and concisely identifying the respective position in the Reviewed Record Date Balance Sheet or the Reviewed Net Equity Calculation, objections that the Reviewed Record Date Balance Sheet or the Reviewed Net Equity Calculation do not comply with the requirements of Items 1 above, however, provided that (i) the aggregate amount of such objections (if taken into account) would lead to a Net equity (as defined below) falling short of the Net equity shown in the Reviewed Net Equity Calculation by more than EUR 100,000.00, and, (ii) objections against individual positions of the Reviewed Record Date Balance Sheet or the Reviewed Net Equity Calculation shall only be taken into account if they exceed a threshold of EUR 100,000.00 in each case. Purchaser shall quantify the amount by which the Net Equity as shown in the Reviewed Net Equity Calculation exceeds or falls short of the Net Equity pursuant to Purchasers calculations. | |
5. | If Seller and Purchaser do not agree upon the objections raised by Purchaser in accordance with Item 4 above, Seller and Purchaser, at any time, may request to have any dispute settled by an expert arbitrator (Schiedsgutachter) according to the requirements set forth in Item 1 above. If Seller and Purchaser do not agree, within two weeks upon such request by a Party, upon the person of such expert arbitrator, the expert arbitrator shall be appointed by the Institute of Chartered |
- 7 -
Accountants (Institut der Wirtschaftsprüfer e.V.) in Düsseldorf. To the extent permissible by law, Section 319 of the German Civil Code (Bürgerliches Gesetzbuch), the findings of the expert arbitrator shall be finally binding between the Parties to the extent Seller and Purchaser could not agree upon the objections raised by Purchaser in accordance with Item 4 above. The expert arbitrator shall also decide upon the costs in connection with the proceedings under this Section in accordance with the principles set forth in Sections 91 et subs. of the German Civil Procedure Act (Zivilprozessordnung); however, each Party shall bear the costs of its own advisors. |
6. | The Reviewed Record Date Balance Sheet and the Reviewed Net Equity Calculation shall become finally binding between the Parties if, and to the extent that, Purchaser does not raise objections in compliance with Item 4 sentences 2 and 3 above. Otherwise, the Reviewed Record Date Balance Sheet and the Reviewed Net Equity Calculation shall become binding between the Parties in accordance with a mutual agreement between the Parties with regard to Purchasers objections pursuant to Item 4 sentences 2 and 3 or, as the case may be, in accordance with the findings of the expert arbitrator. | |
The finally binding Reviewed Record Date Balance Sheet and the Reviewed Net Equity Calculation in accordance with this Item 6 are hereinafter also referred to as the Effective Record Date Balance Sheet and the Effective Net Equity Calculation. |
7. | Net Equity as referred to in this Agreement comprises equity as defined by section 266 para. 3 A. of the German Commercial Code. Net Equity in the Pro-Forma Balance Sheet is listed in Section Passiva under Eigenkapital (Shareholders Equity) and amounts to EUR 22,013,000.00. | |
8. | For the avoidance of doubt, the Parties hereby record their understanding that the funds kept in the cpd account number 630667 amounting to EUR 408,455.99 as of June 30, 2006 shall remain with WeBo. In consideration thereof, Purchaser will cause WeBo to the extent legally possible to provide customer and settlement services and to fulfill related payment obligations with regard to the amounts kept on the cpd account. |
- 8 -
1. | The purchase price for the Sold Shares shall be calculated as follows: |
a) | Net Equity as shown in the Pro Forma Balance Sheet and referred to under Section 2.7 above plus a premium of EUR 3.000.000,00 (in words: Euro three million) (hereinafter also the Preliminary Purchase Price); | ||
b) | plus the amount, if any, by which the Net Equity as shown in the Effective Net Equity Calculation exceeds an amount of EUR 100,000.00 of the Net Equity as shown in the Pro-Forma Balance Sheet; | ||
c) | minus the amount, if any, by which the Net Equity as shown in the Effective Net Equity Calculation falls short of an amount of EUR 100,000.00 of the Net Equity as shown in the Pro-Forma Balance Sheet. |
The purchase price calculated in the manner set forth above shall hereinafter also be referred to as the Effective Purchase Price. |
2. | Payment of the Preliminary Purchase Price shall be secured by the bank guarantee issued by Credit Suisse International, London, a copy of which is attached hereto as |
hereinafter Bank Guarantee. |
3. | Any payments between the Parties pursuant to this Agreement shall be effected by wire transfer free of charges as follows: |
a) | If to Seller to the following account (hereinafter also the Seller Account): |
Bank: | Bayerische Hypo- und Vereinsbank AG, Munich; | |||
Account No.: | 415 021 312; | |||
Bank Code: | 700 202 70 | |||
IBAN: | DE12700202700415021312. |
- 9 -
b) | If to Purchaser to the following account (hereinafter also the Purchaser Account): |
Bank: | Citco Bank Nederland N.V. | |||
Bank account: | Sabrosa Holding B.V. | |||
Account number: | 63.59.77.540 (EURO) | |||
IBAN: | NL22 CITC 0635 9775 40 |
1. | The closing of the transaction contemplated in this Agreement (hereinafter also the Closing) shall be subject to the fulfilment of the following conditions (hereinafter also the Closing Conditions): |
a) | The German Federal Agency for Supervision of Financial Services (Bundesanstalt für Finanzdienstleistungsaufsicht) |
| declaring in a binding manner in writing that it does not and will not raise objections to the acquisition of the Sold Shares by the Purchaser; or | ||
| failing to give notice of objection within the three-months period under Section 2b para. 1a of the German Banking Act. |
b) | The Reviewed Record Date Balance Sheet and the Reviewed Net Equity Calculation have been established. | ||
c) | Payment of an amount of EUR 2,736,000.00 by Seller to WeBo pursuant to Sellers obligations under the guarantee issued in favour of WeBo as collateral for WeBos engagement with Sport Hoffmann. By payment of such amount all claims of WeBo against Seller resulting from Sellers guarantee will be finally settled. |
2. | The Closing shall take place at the offices of Seller in Munich one week after the date on which the last Closing Condition has been fulfilled or on any other date the Parties mutually agree upon (hereinafter also the Closing Date). | |
3. | On the Closing Date the following actions shall be taken concurrently (Zug-um- Zug): |
- 10 -
a) | The Parties shall execute a statement as set forth in |
hereto that all Closing Conditions have been fulfilled. |
b) | If the Effective Net Equity Calculation has already been established, Purchaser shall pay the Effective Purchase Price or if the Effective Net Equity Calculation has not yet been established, the Preliminary Purchase Price. There shall be interest due on the Effective Purchase Price in both cases for the period from the Effective Date until Closing Date at a rate of 3%p.a. | ||
c) | Upon payment of the Preliminary Purchase Price or, as the case may be, the Effective Purchase Price to Sellers account, pursuant to Item 3.b above, Seller shall, in accordance with the transfer agreement attached hereto as |
transfer title to the certificates of the Sold Shares (the Certificates) to Purchaser. |
d) | If the Effective Purchase Price has been paid in accordance with preceding lit. (b), Seller shall return the original of the Bank Guarantee to Purchaser. If the Preliminary Purchase Price has been paid in accordance with preceding lit. (b), Sellers right under the Bank Guarantee shall be reduced by the amount already paid. |
1. | If, on the Closing Date, Purchaser has only paid the Preliminary Purchase Price in accordance with Section 4.3b above, the following payments shall be effected within five banking days upon the establishment of the Effective Net Equity Calculation (the Adjusted Payment Date): |
- 11 -
a) | Purchaser shall pay to Seller the amount, if any, by which the Effective Purchase Price exceeds the Preliminary Purchase Price. | ||
b) | Seller shall pay to Purchaser the amount, if any, by which the Effective Purchase Price falls short of the Preliminary Purchase Price. |
2. | Any amount paid pursuant to Item 1 above shall be paid together with interest thereon for the time period from the Effective Date until the Adjusted Payment Date at 3% p.a. and from the Adjusted Payment Date until the date of actual payment at 8% p.a. |
1. | Corporate Organisation |
a) | The statements in Items 1 and 2 of the preamble hereto are correct. | ||
b) | The registered share capital of WeBo has been validly issued and has been fully paid up in cash and has not been repaid. The registered share capital of WeBo was reduced by way of a simplified capital reduction in connection with the Spin-Off of WeBos corporate client business pursuant to Section 145 German Transformation Act. | ||
c) | As of Record Date, Seller is the sole and unrestricted owner of the Sold Shares. The Sold Shares are not pledged to any third party. |
- 12 -
d) | WeBo and its Subsidiaries as listed in |
hereto are duly organised and validly existing under the relevant German law. The information shown in the excerpts of the commercial register for WeBo and its Subsidiaries attached hereto as |
is correct in all material respects (the excerpts of the commercial register of the indirect participations shall not form part of Exhibit 6.1.d). |
e) | Except for the Subsidiaries, WeBo does not hold any direct or indirect participations in other companies and is under no obligation to acquire any such majority participation, each as of Record Date. | ||
f) | Except as those attached as |
hereto, there exist no articles of incorporation (Gesellschaftsverträge), by-laws (Geschäftsordnungen), affiliation agreements (Unternehmensverträge) or resolutions by the shareholders or boards of any company of WeBo Group governing (i) the relation of WeBo Group and its shareholders or (ii) the internal organisation of the boards of WeBo Group, each as of Record Date. (The articles of incorporation of the indirect participations shall not form part of Exhibit 6.1.f.l). Except as set forth in |
with regard to WeBo Group, there exist no silent partnerships (stille Gesellschaften) or minority shareholders as of Record Date. |
g) | Exhibit 6.1.g |
contains a complete list of all general powers of attorney (Generalvollmachten) and powers of attorney with respect to bank accounts (Kontovollmachten) for WeBo. |
- 13 -
2. | Financial Statement |
a) | The audited financial statement as of December 31, 2005 of WeBo (the Financial Statement) has been prepared in accordance with the relevant statutory rules, the German General Accounting Principles and the principle of continuity (Grundsatz der Bilanzkontinuität). It represents a fair and true view of the assets (including equity and cash) and liabilities (Vermögenslage), financial condition (Finanzlage) and results of operation (Ertragslage) of WeBo as of December 31, 2005. | ||
b) | To the best knowledge of Seller, adequate provisions (Wertberichtigungen oder Rückstellungen) have been built in the Financial Statement in accordance with the principles set out in Item (a) above to reflect all material risks known by WeBo as of the date of the approval of the Financial Statement (Feststellung der Bilanz). |
3. | Real Estate |
a) | Except as set forth in |
hereto, neither WeBo nor the Subsidiaries (except Nadinion and Dorion) own any real estate as of Record Date. |
b) | The excerpts from the land register (Grundbuchauszüge) attached hereto as |
reflect a true view for the respective real estate. Prior to the signing hereof, Purchaser had sufficient opportunity to inspect the construction obligation register (Baulastenverzeichnis) for the real estate listed in |
Accordingly, Seller will not be liable to Purchaser for any such construction obligation. |
- 14 -
c) | Exhibit 11.1.b. |
contains all lease agreements with regard to real estate leased by WeBo required to carry out its future business in the WeBo Target State as of Record Date. |
d) | Seller guarantees the book value of EUR 414,000.00 of the asset more fully described in Exhibit 6.3.b and Seller will pay to WeBo such amount less the associated cash deposit of EUR 260,000.00 and, in the event of a sale of such asset, the net (after deduction of all costs reasonably incurred) sales proceeds of the asset. The Parties shall cause WeBo, to the extent legally possible, to sell the asset without delay, at the latest by December 31, 2007. |
4. | Other Assets |
a) | As of Record Date, WeBo is the economic owner of all assets required to carry out its future business in the WeBo Target State (hereinafter the Remaining Assets) as of the date hereof in all material respects or is entitled to use such assets. | ||
b) | Except as set forth in |
hereto all tangible Remaining Assets are free of any security interests (Sicherungsrechte) of third persons; this does not apply for: |
| customary security transfers (Sicherungsübereignung) or retentions of title (Eigentumsvorbehalte) for liabilities of WeBo; | ||
| security interests of any kind for the benefit of banks or other creditors of WeBo securing financial liabilities (Finanzverbindlichkeiten) of WeBo; | ||
| statutory pledges, other security transfers or encumbrances; | ||
| security transfers to fiscal authorities, other public authorities or public institutions; or | ||
| security transfers or other encumbrances that do not materially restrict WeBo to carry on its business as it is carried out today. |
- 15 -
5. | Subsidiaries in Liquidation | |
As to those Subsidiaries currently in liquidation (as listed in Exhibit P.2 and marked by the added i.L.) the overall net liquidation proceeds (NettoGesamtliquidationserlöse) will equal the overall book value of such Subsidiaries currently in liquidation as shown in the Financial Statement and in the Record Date Balance Sheet, provided that the liquidation costs actually arising after Closing do not exceed reasonable customary costs and are in line with the previous cost spending. Furthermore, Purchaser shall inform Seller immediately if it is foreseeable that the overall liquidation costs exceed an amount of EUR 30,000.00. The Parties shall in that event coordinate with WeBo and the respective Subsidiary in liquidation how to further proceed. Seller is granted a right of last decision in this regard. |
6. | Intellectual Property Rights / IT |
a) | To the best knowledge of Seller, |
contains a complete list of all intellectual property rights, copyrights and patents owned by WeBo, or, which WeBo is legally entitled to use as well as IT license agreements, except for customary IT licenses. The IT systems remaining with WeBo enable WeBo to continue to be operational in the WeBo Target State. |
b) | Except as set forth in |
none of the rights listed in Exhibit 6.6.a owned by WeBo is subject to a judicial decree (gerichtliche Entscheidung) or challenge by any third person nor does any of the rights listed in Exhibit 6.6.a materially violate any intellectual property right owned by a third person. |
- 16 -
7. | Material Contracts | |
Except as set forth in |
and notwithstanding subsequent subpara. 15 (c), there are no contracts between WeBo on the one hand and any third person (outside of WeBo Group) on the other hand which, as of the Record Date, |
| have a residual contract value (Restvertragswert) in excess of EUR 100,000.00 per contract and year; and | ||
| either have a residual term (Restlaufzeit) exceeding twelve months or cannot be terminated by WeBo by giving notice of less than twelve months; | ||
| except for any contracts for financing WeBo Group or customers of WeBo Group whether by loan, factoring or any other form of financing. |
The Parties agree that the contract between WeBo and Bankverlag shall not form part of Exhibit 6.7 in its complete form but as an excerpt for reference purposes only. |
8. | Labour Relations |
a) | Exhibit 6.8.a | ||
contains a complete and correct list of all employees of WeBo including personnel number, position, annual gross income and duration of employment (Betriebszugehörigkeit). |
contains a complete and correct list of all collective bargaining agreements (Tarifverträge) and shop agreements (Betriebsvereinbarung) binding WeBo. |
b) | WeBo complies with the regulations of the collective bargaining agreements and shop agreements listed in Exhibit 6.8.b in all material respects. | ||
c) | Exhibit 6.8.a |
- 17 -
contains a complete and correct overview of all pension obligations towards present employees of WeBo which have not been fulfilled completely as of the date hereof. |
9. | Compliance with Law |
a) | Except as set forth in |
WeBo is not party to a judicial proceeding (Rechtsstreit) or arbitration (Schiedsgerichtsverfahren) in each case concerning an amount in dispute (Streitwert) exceeding EUR 10,000.00. |
b) | No administrative or criminal proceedings are pending against WeBo. | ||
c) | WeBo has all governmental permits and authorisations (such as, in particular, the banking licence) materially required to carry on its business as carried out as of the date hereof. |
10. | Insurance |
contains a list of material insurance contracts carried for WeBo. These contracts have not been terminated by either party until signing hereof. With effect as of the Closing Date, Purchaser shall be responsible for adequate and sufficient insurance coverage for WeBo. Purchaser is aware of his responsibility for adequate and sufficient insurance coverage for WeBo with effect as of the Closing Date. He is further aware that, as of the Closing Date, WeBo Group and its directors, officers and employees will not be covered by a D&O liability insurance. |
11. | Taxes and Social Contributions | |
For all tax periods (Veranlagungs- und Erhebungszeiträume) ending on, or prior to, December 31, 2005, WeBo has timely filed all tax returns (Steuererklärungen) referring to Taxes as defined in subsequent Section 9 Item 1 and all such Tax returns are correct and complete in all respects. The claims and elections (Wahlrechte) that have been made by WeBo prior to the date hereof are valid and have been made within the statutory time limits and none of the |
- 18 -
claims or elections are in dispute or will be withdrawn. There is no action, dispute, claim, investigation or assessment pending concerning any Tax liability of WeBo relating to the time prior to Signing. For all Tax periods, adequate provisions for unpaid Taxes, interest thereof, Tax penalties or other mandatory social contributions under German law were made. |
12. | Environmental Issues | |
The real estate listed in |
is free of any environmental losses (Altlasten) within the meaning of the Federal Soil Protection Act (Bundesbodenschutzgesetz), which would lead to any obligation for WeBo to remediate, investigate or protect such real estate, except for environmental losses for which adequate provisions have been built in the Financial Statement or for which WeBo Group carries sufficient insurance coverage as of the date hereof or for which as of the date hereof it cannot reasonably be anticipated that the competent authority will decree an investigation or remediation for the respective piece of real estate. In the event that environmental losses should be discovered during the warranty period (Section 8 Item 5), each the Purchaser as well as the Seller shall have the unconditional and irrevocable option to transfer such real estate to Seller at the respective book-value shown in the Effective Record Date Balance Sheet minus the amount of related provisions WeBo can dissolve due to such transfer. |
13. | Conduct of Business since January 1, 2006 | |
From January 1, 2006 until the date hereof, WeBo has conducted its business in the ordinary course and consistent with past practice, except as required for the completion of the Former Divestments and the establishing of the WeBo Target State. | ||
14. | Best Knowledge | |
To the extent that one of the guarantees above is qualified by the knowledge of Seller, Seller shall only be liable, if, and to the extent that, the persons listed in |
personally have positive knowledge that the statement contained in the respective guarantee is incorrect or misleading. Seller confirms due inquiry of these persons. |
- 19 -
15. | Other Guarantees | |
Purchaser agrees to accept the Sold Shares and the business of WeBo in the condition they are in on the Closing Date, provided that WeBo Target State has been achieved essentially until the Closing Date, based on Purchasers own investigations and research and, notwithstanding Sellers guarantees expressly contained herein, without any reliance upon any other express or implied representations, warranties or guarantees of any nature made by, or on behalf of, or imputed to, Seller. Without limiting the generality of the foregoing, Purchaser acknowledges that Seller makes no representations, warranties or guarantees with respect to |
a) | any projections, forward looking statements or estimates which have been delivered or made available to Purchaser of future income or business or operations of WeBo including all individual aspects of such projections, forward looking statements or estimates; | ||
b) | any other information or documents made available to Purchaser, its representatives or advisors with regard to WeBo, except for information expressly contained herein or the exhibits hereto; | ||
c) | WeBos non-performing loan portfolio; the Parties agree that risks and chances of WeBos non-performing loan portfolios shall be on the Purchasers side with economic effect as of January 1, 2006, so that later developments shall not influence the Net Equity Calculation. | ||
d) | The Parties further agree that the engagements listed in |
do not fall within the meaning of WeBos non-performing loan portfolio, since they have been spun off pursuant to the Spin-off Contract. As soon as practicable after the Signing of this Agreement, WeBo and Seller shall enter into a servicing agreement regarding such engagements. The main terms and conditions of such servicing agreement are listed in the Term Sheet attached hereto as |
Seller hereby grants to WeBo a right of first refusal pursuant to Section 463 at. seq. German Civil Code with regard to such engagements. |
- 20 -
1. | Corporate Organisation |
a) | Purchaser is a corporation duly organised and validly existing under Dutch laws. Crown is a corporation duly organised and validly existing under Delaware laws. | ||
b) | The statement in Item 5 of the Preamble hereto is correct. |
2. | Authorisations |
a) | The execution hereof and the consummation of the transactions contemplated herein are within Crowns as well as Purchasers corporate powers and, as of the date hereof, have been duly authorised by all corporate actions required on the part of Crown and Purchaser. | ||
b) | Other than in respect of the obtaining of the clearances contemplated as Closing Conditions, no application or filing with, or consent, or authorisation, or exemption by any governmental or other public body or authority, whether German or foreign, is required of Crown or Purchaser in connection with this Agreement or any transaction contemplated herein. | ||
c) | Neither Crown nor Purchaser is aware of any facts which could give rise to the conclusion that the German Federal Agency for Supervision of Financial Services or any other competent authority would not approve of this Agreement or any transaction contemplated herein. |
1. | To the extent that any statement contained in the guarantees made by Seller pursuant to Section 6 hereof is untrue or incorrect, Seller shall, subject to the rules set forth in this Section 8, be liable towards Purchaser or, at the election of |
- 21 -
Purchaser; to Crown or WeBo, exclusively for the compensation, in cash, respectively in kind (Kompensation), of damages of Purchaser directly (i.e. excluding consequential damages or lost profits) resulting from such statement being untrue or incorrect (such damages each hereinafter also a Damage and together the Damages). |
a) | The Parties agree that Seller shall not be liable towards Purchaser with regard to those assets or liabilities which are the subject matter of the Spin-off Contract | ||
b) | In the event that the transfer of an asset or of a liability being the subject matter of the Spin-off Contract should require the consent of a third party and such consent cannot be obtained until Record Date, the Parties will jointly cooperate and, to the extent legally possible, cause WeBo to cooperate in obtaining such consent to the extent economically reasonable. If such consent cannot be obtained the Parties shall treat each other as if the respective asset or liability would have been transferred with economic effect as of the Effective Date. |
2. | Seller shall not be liable towards Purchaser to the extent that Purchaser or WeBo Group obtain any advantages or benefits as a consequence of, or in connection with, the matter giving rise to the Damage. Without limiting the generality of the forgoing, this shall apply to the extent that a Damage is deductible or allowable for tax purposes or with respect to any other tax benefit or advantage of Purchaser or WeBo Group resulting from, or in connection with, the matter giving rise to the Damage, irrespective of whether the tax benefit or advantage affects former, current or future tax periods. | |
3. | Furthermore, Seller shall not be liable towards Purchaser or Crown for any Damage to the extent that |
a) | such Damage is incurred by Purchaser or Crown or WeBo Group as a consequence of, or in connection with, changes of, or amendments to, the applicable laws, ordinances, tax rates, administrative regulations, guidelines or practices or any other binding regulations coming into force after the date hereof; | ||
b) | Purchaser or Crown, its directors, officers, representatives or advisors know that the respective statement of Seller was untrue or incorrect; | ||
c) | the matter giving rise to the Damage occurs after the signing of this Agreement on request, or with the consent, of Purchaser or Crown; |
- 22 -
d) | Purchaser or Crown or WeBo Group actually recover the Damage from any other third person, specifically including, but not limited to, an insurance carrier, in which case Seller shall, however, indemnify Purchaser or Crown or WeBo Group from any reasonably legal costs arising from the enforcement of such claim, which are not refundable from other sources, as well as any deductible payment (Selbstbehalt), if any. Purchaser or Crown or WeBo Group will use their best efforts to collect the Damage from any third person and, upon request by Seller, will provide Seller with evidence of such best efforts. | ||
e) | the matter giving rise to the Damage is provisioned (Rückstellung) in the Financial Statement or the Effective Record Date Balance Sheet; | ||
f) | the Financial Statement or the Effective Record Date Balance Sheet otherwise contain provisions (Rückstellungen) which can be written back; | ||
g) | Purchaser or Crown or WeBo Group receive (prior to the date Seller acknowledges the Damage vis-à-vis Purchaser or Crown or Purchaser or Crown institutes judicial proceedings against Seller to recover the Damage) payments in excess of the book value against accounts receivable that have been written down in the Financial Statement or the Effective Record Date Balance Sheet; however, the Parties agree that this does not apply as to payments pertaining the WeBos non-performing loan portfolio. | ||
h) | Purchaser or Crown is entitled to be indemnified by Seller pursuant to Section 9 below. |
4. | Seller shall only be liable towards Purchaser to the extent Purchasers aggregate Damages are in excess of an exempt amount (Freibetrag) of EUR 250,000.00 (hereinafter also the Exempt Amount), provided that for calculating the Exempt Amount only individual Damages exceeding EUR 25,000.00 shall be taken into account. The Seller shall be liable for Damages only for the amounts above the Exempt Amounts. In no event, however, shall Seller be liable for any Damages exceeding the amount of the Net Equity as stated in the Effective Net Equity Calculation. | |
5. | All claims of Purchaser arising out of, or in connection with, a breach of a guarantee made by Seller pursuant to Section 6 hereof shall prescribe (unterliegen einer Ausschlussfrisf) by January 31, 2008, except for claims arising out |
of a breach of the guarantees contained in Section 6.1 litt. a through d hereof which shall prescribe within four years from the Closing Date. | ||
6. | Purchaser shall be entitled to recover compensation for any Damages from Seller if, and to the extent that, as soon as practical after Purchaser receives knowledge of facts or circumstances, from which it can be derived that a statement by Seller contained in one of the guarantees pursuant to Section 6 above is untrue or incorrect, Purchaser gives written notice to Seller of the breach of the respective guarantee stating, as precisely as possible, (i) such facts or circumstances and (ii) an estimate of the Damage anticipated and (iii) that Seller is entitled to establish the situation that it has guaranteed (Naturalrestitution) within a reasonable period of time, which shall be a minimum of two and a maximum of six months. Knowledge of Purchaser as is relevant for this Section 8 Item 6 shall depend on the knowledge of persons listed in |
7. | In the event that a third person, including, but not limited, fiscal and other administrative authorities, asserts, alleges, or purports to have, a claim against Purchaser or WeBo Group which could lead to a Damage (hereinafter the Third Person Claim"), Purchaser shall immediately notify Seller in writing hereof. |
a) | Purchaser and/or Crown shall then within a reasonable period of time be entitled to request Seller to take over the defence against the Third Person Claim (hereinafter also the Defence Request). However, in any case, the Defence Request shall be made so promptly that the prospects for a successful defence are not jeopardised. If Purchaser does not timely inform Seller of the Third Person Claim, Seller may refuse the Defence Request if and to the extent that a successful defence is in fact jeopardised. Purchaser and/or Crown will compensate Seller for the Damage directly caused by the fact that information was not provided in time. | ||
b) | Without undue delay upon the receipt of the Defence Request, Seller shall declare to Purchaser if, and to which extent, it is willing to take over and organise the defence against the Third Person Claim (hereinafter also the Defence Notice). | ||
c) | To the extent Seller does not issue the Defence Notice in accordance with lit. b above, Purchaser shall then be entitled to take over and organise the defence against the Third Person Claim in its own discretion. Seller shall be bound by the outcome of such defence with regard to any Damage of |
- 24 -
Purchaser or WeBo Group resulting from the respective Third Person Claim. | |||
d) | To the extent Seller does issue the Defence Notice in accordance with lit. b above, Seller shall be entitled to take over and organise the defence against the Third Person Claim in its own discretion. Purchaser shall, and shall cause WeBo Group to, give Seller the opportunity to effectively defend Purchaser or WeBo Group against the Third Person Claim. Purchaser shall, and shall cause WeBo Group to, cooperate with Seller in good faith, give access to Seller and its representatives, including, but not limited to, Sellers advisors, to all relevant corporate books and records and all other documents as well as Purchasers and WeBo Groups board members, managing directors or other staff members. Seller shall be entitled to participate in and supervise any written or oral correspondence, negotiations or court or other hearings of any concern to the Third Person Claim and to retain legal, tax or other advisors for Purchaser or WeBo Group. Seller may request Purchaser or WeBo Group to settle the Third Person Claim or otherwise institute formal proceedings. In this regard, Purchaser shall, and shall cause WeBo Group to, follow any instructions by Seller. In no event are Purchaser or WeBo Group entitled to acknowledge or settle the Third Person Claim without the prior written consent of Seller. Purchaser shall instruct WeBo Group accordingly. In case Purchaser does not comply with its obligations under this lit. d, Purchaser forgoes any claims for Damages resulting from, or in connection with, the Third Person Claim, unless the legal position of Purchaser or WeBo Group has not been detrimentally affected by Purchasers misconduct. Section 6 Item 7 (c) sentence 2 hereof shall apply accordingly. |
8. | Section 254 of the German Civil Code shall apply accordingly. | |
9. | The contractual remedy as set forth in this Section 8 shall be the exclusive remedy available for Purchaser with respect to the breach of any guarantee pursuant to Section 6 hereof. Statutory rights Purchaser might otherwise have including, but not limited to, claims for specific performance (Nacherfüllung), rights of avoidance (Anfechtungsrechte), including the avoidance for lack of substantial qualities (Fehlen verkehrswesentlicher Eigenschaften), any rescission, termination or other adjustment rights, including such for lack of substantial elements (Störung der Geschäftsgrundlage) are explicitly excluded. |
- 25 -
10. | Purchaser abandons and waives any known or unknown rights of any nature (contractual, quasi-contractual, tortious or other kind of rights and claims, including, but not limited to, statutory warranties, avoidance, termination and rescission rights) it might have out of, or in connection with, this Agreement in addition to the remedies set forth in this Section 8, unless they are specifically provided for in this Agreement. | |
11. | The foregoing item 9 and item 10 shall not apply in case of wilful or grossly negligent misconduct of Seller. |
1. | Seller shall indemnify WeBo Group from all liabilities for taxes or ancillary contributions (steuerliche Nebenleistungen) within the meaning of Section 3 of the German General Tax Code (Abgabenordnung) or mandatory social security contributions (Sozialversicherungsbeiträge) levied upon WeBo Group on or after the Effective Date if, and to the extent that, such liability results from tax relevant facts that have occurred prior to the Effective Date (hereinafter also Taxes). |
2. | Any payment under Item 1 above shall become due within ten banking days upon presentation of a final binding fiscal determination (endgültig bestands- kraftiger Festsetzungsbescheid) or a comparable decision of the respective competent authority unless, however, payment of the respective liability has been deferred by the competent authority or the competent authority has suspended the enforcement (Aussetzung der Vollziehung) of such liability or Seller or WeBo Group have failed to correctly file an application for deferred payment or suspension of enforcement. |
3. | Seller shall not be liable towards Purchaser and/or Crown for the indemnification for any Taxes to the extent that Purchaser or WeBo Group obtain any advantages or benefits as a consequence of, or in connection with, the matter giving rise to the liability of Seller under this Section 9. Without limiting the generality of the forgoing, this shall apply to the extent that the respective Tax liability is deductible or allowable for tax purposes or with respect to any other tax benefit or advantage of Purchaser or WeBo Group resulting from, or in con nection with, the matter giving rise to the Tax liability, irrespective of whether the tax benefit or advantage affects former, current or future tax periods. This is |
- 26 -
valid in particular with respect to, but not limited to, timing differences (Phasen-verschiebungen) which lead to tax reductions in subsequent years. | ||
4. | Furthermore, Seller shall not be liable towards Purchaser and/or Crown for any Taxes to the extent that |
a) | such Taxes are levied upon Purchaser or WeBo Group as a consequence of, or in connection with, changes of, or amendments to, the applicable laws, ordinances, tax rates, administrative regulations, guidelines or practices or any other binding regulations coming into force after the Effective Date; | ||
b) | the matter giving rise to the Taxes occurs after the execution of this Agreement on request, or with the consent, of Purchaser; | ||
c) | Purchaser or WeBo Group have any claim for repayment or indemnification against a third person for the respective Tax; | ||
d) | the Taxes or the matter giving rise to the Taxes are reflected in the Financial Statement or the Effective Record Date Balance Sheet or the financial statements of the Subsidiaries for the fiscal year ending December 31, 2005, e.g. by provisions; | ||
e) | the Financial Statement or the Effective Record Date Balance Sheet or the financial statements of the Subsidiaries for the fiscal year ending December 31, 2005 contain provisions (Rückstellungen) which can be dissolved; | ||
f) | Seller or WeBo Group receive, prior to the date Seller acknowledges its liability under this Section 9 vis-a-vis Purchaser or Purchaser institutes judicial proceedings against Seller to recover, or receive indemnification for, the Taxes, payments in excess of the book value against accounts receivable that have been written down in the Financial Statement or the Effective Record Date Balance Sheet or the financial statements of the Subsidiaries for the fiscal year ending December 31, 2005; | ||
g) | the Taxes are assessed by the competent authority or otherwise paid by Seller or WeBo Group as a result of, or in connection with, a tax disadvantage (steuerlicher Mehraufwand) based upon the findings (Fest- stellungen) of the current or any future tax audit (Betriebsprüfung) affecting time periods ending on the Record Date to the extent that such |
- 27 -
findings taken into account increase, or would increase, WeBos Net Equity. |
5. | Purchaser shall pay to Seller any refunds Purchaser or WeBo Group receive on taxes or other contributions covered by Item 1 above if, and to the extent that, such refund results from tax relevant facts that have occurred prior to the Effective Date unless, however, such refund has been provided for in the Financial Statement or the Effective Record Date Balance Sheet or the financial statements of the Subsidiaries for the fiscal year ending December 31, 2005 Purchaser shall also pay to Seller an amount equal to any unused tax provision contained in the Financial Statement or the Effective Record Date Balance Sheet or the financial statements of the Subsidiaries for the fiscal year ending December 31, 2005 that may be dissolved in accordance with a binding finding of a competent fiscal or other authority. |
6. | With respect to Sellers responsibility for taxes or other contributions covered by this Section 9 prior to the Effective Date, Purchaser shall, and shall cause WeBo Group to, prepare and file all tax returns required with regard to all time periods ending on, or prior to, the Effective Date. These tax returns shall be furnished to Seller not later than 30 banking days prior to the due date of the tax filing for review and approval by Seller. All notices, calculations, books and records necessary or useful in connection with these tax returns shall be made available to Seller. Notwithstanding the provisions contained in Item 8 below, Purchaser shall immediately keep Seller informed as to any issue relating to taxes or other contributions covered by this Section 9 which could reasonably have a bearing on Sellers obligations or liabilities under this Agreement. Seller shall bear its own costs triggered under this Item 6. |
7. | Purchaser shall immediately inform Seller of any (intended) tax audit covering or affecting time periods ending on, or prior to the Effective Date, or affecting Sellers obligations or liabilities under this Section 9 and shall allow Seller and its advisors to participate in all correspondence and discussions with the fiscal authorities. |
8. | In the event any dispute between the competent authorities and Purchaser or WeBo Group arises which could affect any obligation of Seller under this Section 9, the procedure set forth in Section 8.7 shall apply mutatis mutandis. |
9. | If and to the extent to which existing tax loss carryforwards (corporation tax and trade tax) of WeBo, which were generated before Effective Date, can be used by |
- 28 -
WeBo (by offsetting future profits of WeBo against the tax loss carryforwards), the following shall apply: |
| Regarding the first 10 million Euro of the future tax benefit arising from the use of the tax loss carryforwards after Closing Date (hereinafter the Future Benefit) Purchaser shall pay to Seller 70% of the Future Benefit. | ||
| Regarding any additional Future Benefit exceeding the 10 million Euro threshold Purchaser shall pay to Seller 50% of the Future Benefit. | ||
| The payment of the Future Benefit shall become due within ten banking days upon presentation of a final fiscal binding tax assess ment (endgültig bestandskräftiger Steuerbescheid), which constitutes the Future Benefit. |
As far as the tax loss carryforwards of WeBo increase after Effective Date, it is assumed that first the tax loss carryforwards which are generated after Effective Date will be used by Webo. | ||
10. | Purchaser shall immediately inform Seller if and to the extent to which the existing tax loss carryforwards are used by WeBo. Additionally the tax advisors of Purchaser or WeBo shall annually give a report to Seller if and to the extent to which the tax loss carryforwards were used. Seller has the right to get this verified by a tax advisor of his choice. The tax advisor only informs Seller of the result of the research and has otherwise the duty to keep confidential the tax/economic situation of WeBo. Seller shall bear its own costs caused pursuant to this Item 10. | |
11. | Claims of the Purchaser under this Section 9 shall become time barred upon expiration of a period of three months after the tax assessments (Steuer- bescheide) for the Relevant Assessment Period become final. |
1. | Subject to Closing and with effect as of the Closing Date, Purchaser shall indemnify Seller from all obligations and liabilities towards WeBo Group or its creditors arising out of, or in connection with, the position of Seller as direct |
- 29 -
shareholder of WeBo or indirect shareholder of the Subsidiaries, including, but not limited to, obligations and liabilities of Seller arising out of, or in connection with, statutory, contractual, organisational or other rules concerning capital contribution or maintenance (Kapitalaufbringung oder -erhaltung) or assumption of co-liability of Seller for WeBo Groups liabilities, including, but not limited to, any comfort letters issued by Seller. However, Purchaser shall not be liable under this Item 1 towards Seller to the extent that the respective obligation or liability of Seller results from facts which give rise to a liability of Seller towards Purchaser under Section 6 in connection with Section 8 or under Section 9 hereof. | ||
2. | Seller shall indemnify WeBo from any claim for breach of representations and warranties as well as from any indemnification obligation arising out of the Former Divestments (as defined in Preamble, Item 3). In particular, Seller shall indemnify and hold WeBo harmless with regard to any obligations of WeBo resulting from the spin-off contract with Fortis (Asset Management) and Merck Finck (Private Banking), as listed in Annex 2 (d) of the Heads of Terms, attached hereto as |
Seller hereby confirms that such listing is complete and accurate. After Closing Date, Purchaser shall, to the extent legally possible and in accordance with the requests of Seller, cause WeBo to take all reasonable steps aiming at the successful defence against any claim resulting from Former Divestments if Seller is prepared to reimburse WeBo any additional costs arising from such steps. Purchaser shall immediately inform Seller and, to the extent legally possible, cause WeBo to immediately inform Seller, in writing of any assertion or preparation or announcement of a possible assertion of a claim resulting from Former Divestments as well as any other event directly or indirectly connected with claims resulting from Former Divestment. | ||
3. | WeBo might be entitled to damages against certain former members of the managing board (Vorstand) of WeBo in connection with the product cash- Premium. These claims are not activated in the books of WeBo Group, but might be recoverable due to a D&O liability insurance policy in place between Seller on the one hand and Bayerische Versicherungsbank AG and Allianz Versicherungs-AG (hereinafter together also Allianz) on the other hand (these potential claims hereinafter also the D&O Claims). Seller and Allianz are currently in dispute with regard to the applicability of the insurance coverage and the scope of the D&O Claims. Pursuant to the principles as set forth in |
- 30 -
Section 2.la above, the D&O Claims may not be activated in the Preliminary, Reviewed or Effective Record Date Balance Sheet. As a consequence thereof, the D&O Claims will not be taken into account in the calculation of the Effective Purchase Price. Therefore, in case that Purchaser or WeBo Group are entitled to any amount actually paid out of, or in connection with, the D&O Claims, Seller shall be entitled to a payment in such amount from Purchaser or Crown (net of costs incurred by Purchaser or WeBo Group for the pursuit of the D&O Claims). After Closing Date, Purchaser or Crown shall, to the extent legally possible and in accordance with the requests of Seller, cause WeBo to take all reasonable steps aiming at the successful assertion of the D&O Claims, if Seller is prepared to reimburse WeBo for any additional costs arising from such steps. Purchaser or Crown shall immediately inform Seller and, to the extent legally possible, cause WeBo to immediately inform Seller, in writing of any payment out of, or in connection with, the D&O Claims as well as any other event directly or indirectly connected with the D&O Claims. |
4. | From the date hereof until Closing Date, Seller shall ensure, to the extent legally possible, that WeBo conducts its business in the ordinary course and consistent with past practice, if not amended due to the completion of the Former Divestments as well as establishing the WeBo Target State, unless otherwise contemplated in this Agreement or requested by, or in explicit consent with, Purchaser. |
5. | Purchaser is aware that WeBos membership in the ATM network called Cash Group will terminate as of the Closing Date. |
6. | The Parties shall, and shall ensure that WeBo Group, use their best efforts that all documents and other instruments are executed and all actions are taken in a timely manner to allow the consummation of this Agreement and of the transactions contemplated herein and to give effect to the purposes of this Agreement. |
7. | If any change as to the statements made in Section 6 comes to the knowledge of Seller between Record Date and Closing Date, Seller shall inform Purchaser accordingly. |
8. | As a member of a consortium of banks, WeBo is affected by a litigation matter commenced by the Bundesanstalt fur vereinigungsbedingte Sonderaufgaben (BvS) against the leader of the consortium. BvS claims damages for fraud and misrepresentation in an amount of EUR 24,000,000.00 in connection with the engagement Pilz. No provisions were made by WeBo with regard to this |
- 31 -
litigation matter or further claims resulting from the engagement Pilz. Seller agrees to indemnify and hold WeBo harmless with regard to any obligations of WeBo resulting from such litigation matter and any further potential claims of the guarantor (Bayerische Landesanstalt fur Aufbaufinanzierung) including reasonable legal cost and expenses. Sellers obligation to indemnify WeBo from all such obligations of the engagement Pilz shall end six months after a binding judgement in the lititation matter BvS versus the leader of the consortium has been rendered. After Closing Date, Purchaser and Crown shall, to the extent legally possible and in accordance with the requests of the Seller, cause WeBo to take all reasonable steps aiming at a successful defence against such claims, if Seller is prepared to reimburse WeBo for any additional costs arising from such requests by Seller. Purchaser is aware that Seller is a member of the consortium of banks involved in such dispute and that WeBo has granted unrestricted and irrevocable power of attorney to Seller to enter into a settlement agreement with BvS and the guarantor with regard to the above-mentioned damage claims also on behalf of WeBo. | ||
9. | Seller also agrees to indemnify and hold WeBo harmless with regard to a potential claim of Deutsche Bank AG raised against WeBo in an amount of EUR 250,000.00, based on a guarantee allegedly issued by WeBo. No provisions were made by WeBo with regard to such guarantee. After Closing Date, Purchaser or Crown shall, to the extent legally possible, inform Seller of any ongoing development and, in accordance with the requests of Seller, cause WeBo to take all reasonable steps aiming at the successful defense of any related claim, if Seller is prepared to reimburse WeBo for any additional costs arising from such steps. | |
10. | Seller agrees to indemnify and hold WeBo harmless with regard to all claims against WeBo resulting from the labour law dispute Stappert, requesting pension and bonus payments. |
11. | Seller agrees to indemnify and hold WeBo harmless with regard to all claims against WeBo raised by customers in connection with two real estate projects, BVT Eschborn and BVT Mainzer Landstraße, over and above the provisions made by WeBo in the Effective Record Date Balance Sheet ( EUR 400,000.00 as of December 31, 2005). Purchaser shall cause WeBo to the extent legally possible to continue tomitigate this matter. As of July 31, 2007,,any amounts remaining of the related provisions as shown in the Effective Record Date Balance Sheet made by WeBo shall be due to Seller. After Closing Date, Purchaser or Crown shall, to the extent legally possible, inform Seller of any ongoing development and, in accordance with the requests of Seller, cause |
- 32 -
WeBo to take all reasonable steps aiming at the successful defense of any related claim, if Seller is prepared to reimburse WeBo for any additional costs arising from such steps. |
12. | The Parties understand that, pursuant to para. 133 German Transformation Act, WeBo and Seller are jointly and severally liable for WeBos obligations incurred before the date on which the spin-off takes effect. The Seller agrees to indemnify and hold harmless WeBo with regard to all assets and liabilities which were transferred to the Seller in accordance with the Spin-off Contract. Conversely, Purchaser shall cause WeBo to the extent legally possible to grant such indemnification towards Seller. Furthermore, Purchaser and Crown shall also indemnify and hold harmless the Seller with regard to those assets and liabilities which remain with WeBo. |
1. | Dorion GmbH & Co. KG, München (hereinafter Dorion) is the owner of the real estate Huestraße 17-19 and 21-25 in 44787 Bochum (hereinafter Real Estate Bochum). Until July 19, 2006,WeBo was the lessee of the Real Estate Bochum. On that date WeBo, Dorion and Argentaurus Immobilien- Vermietungs- und Verwaltungs GmbH, Munchen (hereinafter Argentaurus) entered into a three-party-agreement whereby the lease agreement between Dorion and WeBo was cancelled and a new lease agreement was concluded between Dorion and Argentaurus with legal effect as of July 1, 2006. In consideration thereof, WeBo paid to Argentaurus an amount of EUR 11,000,000.00. A copy of such three-party-agreement is attached hereto as |
Furthermore, Argentaurus and WeBo entered into a sub-lease agreement with regard to the Bochum Real Estate which is attached hereto as |
2. | WeBo has leased the premises Benratherstraße 12 in Düsseldorf (hereinafter Real Estate Düsseldorf) from Acis Verwaltungsgesellschaft mbH & Co. Immobilienvermietungs KG (hereinafter Acis). On July 19, 2006, WeBo entered into a sub-lease agreement with Argentaurus relating to the Real Estate Dusseldorf with legal effect as of July 1, 2006. In consideration thereof, WeBo agreed to pay to Argentaurus an amount of EUR 8,300,000.00. Starting July 1, |
- 33 -
2006, Argentaurus shall make the payment of the rent directly to Acis, inter alia, in view of the assignment to Acis of the rental claims arising out of the sub-lease agreement pursuant to the lease agreement between Acis and Webo. The sublease agreement is attached hereto as |
If the sub-lease agreement will not become effective, the Parties agree to achieve an economically comparable solution in particular taking into account Sellers interest in receiving the above mentioned amount of EUR 8,300,000.00. This shall, in particular, apply as regards the preemptive right (Ankaufsrecht) pursuant to the annex of Exhibit 11.2 to be transferred as a condition precedent to Argentaurus according to section 4.2 of the sub-lease agreement. However, Seller or, after Closing Date, Purchaser and Crown shall cause WeBo, to the extent legally possible, to use its best efforts to fulfill the pre-conditions pursuant to section 4 of the sublease agreement. | ||
Seller will cause Argentaurus to deposit an amount of EUR 7,000,000.00 into an escrow account by July 31, 2007. Such escrow account shall be opened with Seller and shall secure by way of pledge (with the exception of interest due) Argentaurus rental obligation vis-a-vis its sublessor WeBo due under the sublease agreement. Argentaurus shall be authorized to dispose on any funds deposited in such escrow account in accordance with a payment schedule to be agreed upon. Such payment schedule shall provide that the last rental payments being due under the sub-lease agreement with WeBo (calculated from the termination of the sublease agreement with WeBo backwards) can be made out of the escrow account. The Parties agree that any funds deposited in such escrow account shall be released if Acis agrees to transfer the main lease contract from WeBo to Argentaurus. | ||
In the event that Argentaurus will not deposit EUR 7,000,000.00 into the escrow account by July 31, 2007, Seller agrees to take over the respective obligation of Argentaurus. | ||
3. | Seller irrevocably and unconditionally offers to WeBo to enter, or to cause a company affiliated with the Seller within the meaning of Section 16 German Stock Corporation Act to enter into a purchase and transfer agreement regarding WeBos entire limited partners interest in Nadinion GmbH & Co. KG (hereinafter Nadinion) in the nominal amount of EUR 25,000.00 (hereinafter the Put-Option). The Put-Option can be exercised by WeBo only after July 5, |
- 34 -
2009 and only for a subsequent period of six months by written notice to the Seller. |
4. | The purchase price for WeBos entire limited partners interest in Nadinion shall amount to its book-value as stated in the Effective Record Date Balance Sheet. | |
5. | The Put-Option shall be subject to the following cumulative conditions: |
a) | Nadinion continues to hold a 94% limited partners interest in Dorion in the amount of EUR 23,500.00. | ||
b) | Dorion continues to be the owner of the Real Estate Bochum. | ||
c) | Neither Nadinion nor Dorion operate beyond their current business activities. The Parties agree that no new investments shall be made and no new activities shall be entered into by Nadinion and/or Dorion or any subsidiary of these companies. |
If changes in the current activities of Nadinion and/or Dorion appear to be necessary in order to avoid any disadvantages for such companies developing after signing of this agreement, the Parties will use their best efforts to come to a mutually beneficial solution reflecting the original intent of the Parties. |
6. | The Parties agree that a possible sale of the Bochum Real Estate can be effected by Dorion without having to request for consent of Dorions shareholders meeting pursuant to Section 8 para. 4 of Dorions articles of association. If, however, such consent turns out to be necessary in order to effect a sale, the Parties further agree that the Purchaser shall, to the extent legally possible, cause WeBo and Nadinion to support such sale without any restriction. Furthermore, Seller or one of its affiliated companies may also, at any time, negotiate on a possible sale of Dorion and/or Nadinion on behalf of the respective shareholder. Purchaser will, to the extent legally possible, cause WeBo, Nadinion and Dorion to support such sale without any restriction as well. If a sale regarding the Bochum Real Estate or Dorion can be effected, Purchaser is entitled to exercise the Put-Option as soon as the change of ownership regarding the Bochum Real Estate or the limited partners interest in Dorion, respectively, is entered into the land register (Grundbuch). The Parties agree that Purchaser shall procure that neither WeBo nor any of the companies affiliated with WeBo shall effect a sale of the Bochum Real Estate, Nadinion and/or Dorion unilaterally without consent of the Seller. |
- 35 -
1. | All notices, requests and other communications hereunder shall be made in writing in the English language and delivered by hand, by courier or by telefax (provided that the telecopy is promptly confirmed in writing) to the person at the address set forth below, or such other address as may be designated by the respective Party to the other Party in the same manner: |
to Seller: | Bayerische Hypo- und Vereinsbank AG, | |||
Attn.: Holger Frank, Abt. CFS 3, | ||||
Am Tucherpark 14 | ||||
80538 Munich | ||||
Germany | ||||
with a copy to: | Bayerische Hypo- und Vereinsbank AG, Attn.: Dr. Daniel Walden, Abt. RET 3, Prannerstraße 4 80333 Munich Germany |
|||
to Purchaser | Crown NorthCorp Inc. | |||
Attn.: Ronald E. Roark | ||||
Crown House | ||||
Crown Street | ||||
Ipswich, Suffolk, IP1 3HS | ||||
United Kingdom | ||||
with a copy to: | Crown NorthCorp Inc. Attn.: Steve Brown 1251 Dublin Road Columbus, Ohio 43215 U.S.A. |
|||
Dr. Werner Tetiwa White & Case LLP Bockenheimer Landstr. 20 60323 Frankfurt am Main Germany |
- 36 -
2. | No Party shall make any press release or similar public announcement with respect to this Agreement and shall keep confidential and not disclose to any third person the contents of this Agreement and any confidential information regarding the other Party disclosed to it in connection with this Agreement or its implementation, except as expressly agreed upon in writing with the other Party and except as may be required in order to comply with the requirements of any applicable laws, other rules and regulations of any stock exchange upon which the securities of one of the Parties or its respective parent companies are listed. However, in any case, the Parties shall not make any announcement without consulting the respective other Party in advance. | |
3. | With respect to taxes, costs and other charges, the following shall apply: |
a) | All transfer taxes (including real estate transfer taxes), stamp duties, fees (including notarial fees, if any), registration duties or other charges in connection with any regulatory requirements (including merger control proceedings) and other charges and costs payable in connection with the execution of this Agreement and the implementation of the transactions contemplated herein shall be borne by Purchaser unless explicitly provided otherwise herein. | ||
b) | Each Party shall pay its own expenses, including the costs of its advisors, incurred in connection with this Agreement. | ||
c) | The costs of Sellers Auditor for work done in connection with Section 2 shall be borne by Seller. |
4. | This Agreement (including all Exhibits hereto) contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto, except for the confidentiality agreement dated January 21, 2005 / February 9, 2005 / July 31, 2006 and attached hereto as |
which will remain in full force and effect. |
5. | Any provision of this Agreement (including this Section 11.5) may be amended or waived only if such amendment or waiver is (i) by written instrument executed by each Party and explicitly refers to this Agreement or (ii) by notarised deed if required by law. |
- 37 -
6. | a) | Except as expressly set forth in this Agreement, no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other Party. | |
b) | Crown herewith irrevocably assumes unconditional and unlimited liability for any and all obligations of the Purchaser arising out of or in connection with this Agreement. |
7. | Neither this Agreement nor any provision contained in this Agreement is intended to confer any rights or remedies upon any person or entity other than the Parties. |
8. | This Agreement shall be governed by, and construed in accordance with, the laws of Germany (excluding conflict of laws rules). |
9. | Any dispute arising out of, or in connection with, this Agreement or the validity hereof shall be exclusively settled in the courts of Munich. |
10. | Purchaser hereby appoints Dr. Werner Tetiwa, c/o White & Case LLP, Bockenheimer Landstraße 20, 60323 Frankfurt, Germany, as its agent for service of process (Zustellungsbevollmächtigter) for all legal proceedings including, but not limited to, any action for injunctive relief (einstweiliger Rechtsschutz) involving Purchaser arising out of or in connection with this Agreement. This appointment shall only terminate upon the appointment of another agent for service of process domiciled in Germany, provided that the agent for service of process is an lawyer admitted to the German Bar (in Deutschland zugelassener Rechtsanwalt) and this appointment has been notified to and approved in writing by Seller (which approval shall not be unreasonably withheld). |
11. | Terms to which a German translation has been added shall be interpreted as having the meaning assigned to them by the German translation. |
12. | The Exhibits to this Agreement are an integral part of this Agreement and any reference to this Agreement includes this Agreement and the Exhibits as a whole. The disclosure of any matter in this Agreement (including any Exhibit thereto) shall be deemed to be a disclosure for all purposes of this Agreement. The fact that the matter has been disclosed in an Exhibit shall not be used to construe the extent of the required disclosure (including any standard of materiality) pursuant to the relevant statement or other provisions of this Agreement. |
- 38 -
13. | Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, be or become invalid or unenforceable, the validity or enforceability of the other provisions of this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be deemed to be substituted by a suitable and equitable provision which, to the extent legally permissible, comes as close as possible to the intent and purpose of the invalid or unenforceable provision. The same shall apply: (i) if the Parties have, unintentionally, failed to address a certain matter in this Agreement (Regelungslücke); in this case a suitable and equitable provision shall be deemed to have been agreed upon which comes as close as possible to what the Parties, in the light of the intent and purpose of this Agreement, would have agreed upon if they had considered the matter; or (ii) if any provision of this Agreement is invalid because of the scope of any time period or performance stipulated herein; in this case the time period or performance deemed to have been agreed upon is that which is legally permissible and comes as close as possible to the stipulated time period or performance. |
14. | Tax Elections. In the event Purchaser and its successors desire to make certain U.S. tax elections, the Seller agrees to provide, at the expense of Purchaser, all reasonable assistance and promises not to unreasonably withhold consents to such elections. Each request will be provided by Purchaser to Seller in writing, describing the requested assistance and consents needed by Purchaser to perfect the U.S. tax election. Such elections that may be required from time to time by Purchaser include (i) Deemed Asset Sale Elections pursuant to Section 338 of the U.S. Internal Revenue Code, as amended (IRC) and (ii) Changes in Entity Classifications pursuant to Section 7701 of the IRC. Until Closing Date, Seller also agrees, at the expense of Purchaser, to cause WeBo, to the extent legally possible, to perform all administrative requirements necessary for perfecting the elections, such as causing WeBo to apply for U.S. taxpayer identification numbers in cases of entity classification elections. Purchaser shall indemnify Seller for any direct Damage (except Damage from lack of authority of a person to sign an election on behalf of the Seller or other action on behalf of the Seller) resulting from Sellers compliance with Purchasers request pursuant to this Item 14. |
15. | Without undue delay after the signing of this Agreement, Seller and WeBo shall enter into a service agreement according to which WeBo shall provide to Seller certain services to facilitate the safe conduct and integration of WeBos corporate client business after its Spin-Off to Seller and the wind-down of |
- 39 -
certain banking activities previously carried out by WeBo (hereinafter the Service Agreement). | ||
The Service Agreement shall in particular provide for the services described in |
If further services turn out to be necessary or useful to Seller with regard to the continuation of the corporate client business or the wind-down of WeBos former banking activities, the Parties shall cause WeBo, to the extent legally possible, to use its reasonable commercial efforts to provide such services. | ||
The Parties agree that the services specified in Exhibit 12.15 have been taken into account when determining the Purchase Price (as defined in Section 3 of this Agreement) and, thus, shall be provided by WeBo free of charge with exception of the costs resulting from the archiving of electronic data pertaining to WeBos corporate client business and WeBos former banking activities and other services for which provisions in the Pro-Forma Balance Sheet (Schließungskosten IT) amounting to EUR 1,732,000.00 have been built up in accordance with Exhibit 2.1.a. The Parties agree that, due to such provisioning, Seller is not obliged to any further payment towards WeBo as regards the costs of the aforementioned archiving of electronic data. | ||
In order to reach the WeBo Target State, Seller will, also after Closing, cause its subsidiary HVB Verwa 5 GmbH & Co. Restrukturierungs KG, to the extent legally possible, to assist WeBo, if requested by WeBo, to wind down its former banking-activities. Such services shall also be provided free of charge since they have been taken into account when determining the Purchase Price and the account and valuation principles as laid down in |
16. | Crown and Purchaser undertake to ensure, to the extent legally possible, that WeBo meets its obligations pursuant to the non-compete clauses contained in the sale and purchase agreements relating to the sale of WeBos asset management business and private client business dated September 2/8, 2005 and December 31/January 2, 2006. |
17. | Crown and Purchaser undertake to ensure to the extent legally possible that WeBo will not engage in those activities which were carved out from WeBos business due to the Spin-Off Contract and particular in WeBos previous |
- 40 -
business segment corporate clients if and when such activities would result in a direct or indirect competition with Seller. | ||
Crown and Purchaser are aware that Seller operates a bank branch on the premises referred to above as the Real Estate Bochum. |
/s/ Mssrs. Holger Frank and Daniel Walden | ||||
Munich, this July 31, 2006 | Authorized Signatory for Seller | |||
Mssrs. Holger Frank and Daniel Walden | ||||
/s/ Mr. Ronald E. Roark | ||||
Munich, this July 31, 2006 | Authorized Signatory for Crown | |||
Mr. Ronald E. Roark | ||||
/s/ Mr Ronald E. Roark | ||||
Munich, this July 31, 2006 | Authorized Signatory for Purchaser | |||
Mr Ronald E. Roark and, additionally, Crown Westfalen LLC which is represented by Mr. Ronald E. Roark and Trust International Management which is represented by Sylvia Bark and Joep Hamers |
||||
- 41 -
Exhibit | Content | |
P2 | List of Subsidiaries |
|
P3 | Pro-Forma Balance Sheet |
|
P4 | Spin-off Contract |
|
P7 | List of Definitions |
|
2.1.a | Preliminary Record Date Balance Sheet |
|
3.2 | Bankgarantie |
|
4.3.a | Closing Conditions Statement |
|
4.3.c | Transfer Agreement |
|
6.1.d | Excerpts of the Commercial Register |
|
6.1.f.l | List of Articles, Affiliation Agreements, Shareholders
Resolutions |
|
6.1.f.2 | List of Silent Partnerships |
|
6.1.g | List of General Powers of Attorney |
|
6.3. b | Excerpts from the Land Register |
|
6.4.b | Security Interests |
|
6.6.a | Intellectual Property Rights |
|
6.6.b | Intellectual Property Rights Disputes |
|
6.7 | Material Contracts |
|
6.8.a | List of Employees |
|
6.8.b | Tariff and Shop Agreements |
|
6.9.a | Judicial Proceedings and Disputes |
|
6.10 | Material Insurance Contracts |
|
6.14 | Persons Having Best Knowledge (Sellers side) |
|
6.15.d | Term Sheet and List of NPL Servicing |
|
8.6 | Persons Having Best Knowledge (Purchasers side) |
|
10.2 | List of Obligations of WeBo resulting from Spin-off
Contracts |
|
11.1.a | Three Party Agreement |
|
11.1.b | Sublease Agreement Bochum |
|
11.2 | Sublease Agreement Düsseldorf |
|
- 42 -
Exhibit | Content | |
12.4 | Confidentiality Agreement |
|
12.15 | Term Sheet of General Service Agreement |
BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft |
- l - |
Page | ||||
ABBREVIATIONS |
III | |||
I. TERMS OF THE ENGAGEMENT |
1 | |||
II. PRESENTATION OF THE TRANSACTION AND LEGAL BASIS |
2 | |||
III. OBJECT, TYPE AND SCOPE OF THE ENGAGEMENT |
4 | |||
IV. FINDINGS AND EXPLANATORY COMMENTS ON THE RECORD DATE BALANCE SHEET AND NET EQUITY CALCULATION |
5 | |||
1 . Record Date Balance Sheet as of 30 June 2006 |
5 | |||
2. Net Equity Calculation as of 30 June 2006 |
8 | |||
V. SUMMARY CONCLUSION AND COPY OF THE CERTIFICATE |
9 |
- II - |
Record Date Balance Sheet as of 30 June 2006
|
Appendix I | |
Income Statement for the Period from 1 January
2006 to 30 June 2006
|
Appendix II | |
Net Equity Calculation as of 30 June 2006
|
Appendix III | |
Certificate
|
Appendix IV | |
Page 1 - 2 | ||
Classification and Explanatory Comments of All
|
Appendix V | |
Record Date Balance Sheet Items as of 30 June 2006
|
Page 1 - 14 | |
Itemised Evidence of Loans to Customers (NPL)
|
Appendix VI | |
(untranslated original German version)
|
Page 1 - 10 | |
General Terms of Engagement for
Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften
and Special Terms
|
Appendix VII |
- III - |
AktG
|
Aktiengesetz (German Stock Corporation Act) | |
DBL
|
Defined Benefit Liability | |
DBO
|
Defined Benefit Obligation | |
EDP
|
Electronic Data Processing | |
HGB
|
Handelsgesetzbuch (German Commercial Code) | |
HVB
|
Bayerische Hypo- und Vereinsbank AG, Munich | |
Beteiligungs KG or KG 1
|
HVB Verwa 5 GmbH & Co. Beteiligungs KG, Bochum | |
IDW
|
Institut der Wirtschaftsprüfer in Deutschland e.V., Düsseldorf / German Institute of Certified Public Acocuntants | |
MBS
|
Modulare Bankensystem der ALLDATA Systems GmbH | |
NPL
|
Non Performing Loan | |
PS
|
Prüfungsstandard (AS Auditing Standard) | |
Restrukturierungs KG or KG 2
|
HVB Verwa 5 GmbH & Co. Restrukturierung KG, Bochum | |
SPA
|
Share Purchase and Transfer Agreement | |
UmwG
|
Umwandlungsgesetz (Conversion Law) |
- 1 - |
I. | TERMS OF THE ENGAGEMENT |
- | Audit of the record date balance sheet as of 30 June 2006 and the income statement from 1 January 2006 to 30 June 2006 in conformity with German commercial accounting provisions, and in compliance with the account and valuation principles as laid down in the SPA | |
- | Computational review of the net equity calculation as of 30 June 2006. |
- 2 - |
II. | PRESENTATION OF THE TRANSACTION AND LEGAL BASIS |
- 3 - |
- 4 - |
III. | OBJECT, TYPE AND SCOPE OF THE ENGAGEMENT |
- 5 - |
IV. | FINDINGS AND EXPLANATORY COMMENTS ON THE RECORD DATE BALANCE SHEET AND NET EQUITY CALCULATION |
1. | Record Date Balance Sheet as of 30 June 2006 |
a) | Personnel expenses and operating expenditure including depreciation are allocated to the purchasing legal entity within the scope of the spin-off, HVB Verwa 5 GmbH & Co. Beteili- gungs KG on the one hand, and Westfalenbank, on the other hand, in accordance with the percentage-based share in gross revenue. |
b) | Payroll expenses concerning the employees being transferred to HVB Verwa 5 GmbH & Co. Restrukturierung KG are accrued up to the respective termination of the employment relationship, regardless of whether the employees have already been made redundant or not. |
c) | Pension provisions for retired employees and departed employees with vested pension claims, required within the framework of the transfer of operations and employment relationships to HVB Verwa 5 GmbH & Co. Beteiligungs KG and HVB Verwa 5 GmbH & Co. Restrukturierung KG are measured at the DBL values according to IFRS; the provisions for employees remaining with the Bank are measured at the respective DBO values according to IFRS. | |
d) | An amount of EUR 1,732,000.00 is accrued to account for closure and restructuring costs. |
- 6 - |
e) | Provisions or other liabilities are recorded to account for subsequent costs at amounts that cover future expenses originating in the first half of 2006. The pro-forma balance sheet originally provides for EUR 350,000.00 in this respect. The amount actually required is to be audited by BDO as contractual auditor within the customary scope. |
f) | IT closure costs paid in the first half of 2006 and which relate to the entire financial year are not accounted for on an accrual basis as of 30 June 2006. |
g) | The NPL portfolio is taken over with economic effect as of 31 December 2005/1 January 2006 in variance from the 30 June 2006 cut off date; consequently, the opportunities and risks realized in the interim period are not to be recognised in the income statement from 1 January 2006 to 30 June 2006, but rather are charged to the Buyer. Thus, the NPL port folio is not to be revalued as of 30 June 2006. However, if a difference between the book value of the NPL portfolio as of 31 December 2005/1 January 2006 and 30 June 2006 should arise, it is to be taken into account as a reconciliation adjustment and net equity is to be adjusted accordingly, provided the difference was booked in the first half of 2006 with an effect on the income statement. An exception to the aforementioned provision is made for those loans that were classified as non-performing after 1 January 2006. To this extent it should be examined whether the book values of these loans were recorded in conformity with the previous risk valuation principles and accepted valuation practices of the Bank. |
h) | Other matters that may arise from the audit are to be taken into account after consultation with the parties. |
- 7 - |
- 8 - |
2. | Net Equity Calculation as of 30 June 2006 |
- 9 - |
V. | SUMMARY CONCLUSION AND COPY OF THE CERTIFICATE |
a) | Personnel expenses and operating expenditure including depreciation are to be allocated between the acquiring entity within the scope of the spin off of HVB Verwa 5 GmbH & Co. Beteiligungs KG, on the one hand, and Westfalenbank AG, on the other hand, in accordance with the respective percentage-based share in gross revenue. |
b) | Payroll expenses concerning the employees being transferred to HVB Verwa 5 GmbH & Co. Restrukturierung KG are to be accrued up to the respective termination of the employment relationship independently of whether the the employees have already been made redundant or not. |
- 10 - |
c) | Pension provisions for retired employees and departed employees with vested pension claims, required within the framework of the transfer of operations and employment relationships to HVB Verwa 5 GmbH & Co. Beteiligungs KG and HVB Verwa 5 GmbH & Co. Restrukturierung KG are measured at the DBL values according to IFRS; the provisions for employees remaining with the Bank are measured at the respective DBO values according to IFRS. |
d) | An amount of EUR 1,732,000.00 was accrued to account for closure and restructuring costs. |
e) | Provisions and other liabilities are to be recorded to account for subsequent costs at amounts which cover future expenses originating in the first half of 2006. The pro forma balance sheet originally provides for an amount of TEUR 350 regarding these expenses. |
f) | IT closure costs paid in the first half of 2006 and which relate to the entire financial year are not accounted for through an appropriate period adjustment as of 30 June 2006. |
g) | The NPL portfolio as of 31 December 2005 is accounted for in variance from the treatment as of 30 June 2006 at the book values as of 31 December 2005/1 January 2006 in consideration of the changes in amounts resulting from out-payments and return payments; therefore, the opportunities and risks realised in the interim period are not to be recognised in the income statement from 1 January to 30 June 2006. |
h) | Other conditions that may arise from the audit are to be taken into consideration after consultation with the parties. | |
Moreover, the income statement classification according to Exhibit P 3 of the Share Purchase and Transfer Agreement is to be in a format that varies from the German commercial regulations. |
signed by Knackstedt | signed by ppa. Liebermann | |||
Wirtschaftsprüüfer | Wirtschaftsprüfer |
EUR | EUR | |||||||
ASSETS |
||||||||
1. Cash reserve |
||||||||
a) Cash in hand |
3,300.18 | |||||||
b) Central bank balances |
10,881,599.01 | 10,884,899.19 | ||||||
2. Due from banks |
||||||||
a) payable on demand |
35,319,354.84 | |||||||
3. Loans to customers |
15,205,133.13 | |||||||
4. Investments in associates |
25,000.00 | |||||||
5. Shares in affiliated companies |
3,358,430.20 | |||||||
6. Trust assets |
10,829,080.54 | |||||||
7. Intangible assets |
430,347.97 | |||||||
8. Property, plant and equipment |
1,215,331.94 | |||||||
9. Other assets |
10,639,690.29 | |||||||
10. Prepaid expenses |
197,069.91 | |||||||
88,104,338.01 | ||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
1. Due to banks |
||||||||
a) payable on demand |
3,450,970.95 | |||||||
b) With an agreed maturity or withdrawal notice |
330,261.33 | 3,781,232.28 | ||||||
2. Due to customers |
29,822,639.02 | |||||||
3. Trust liabilities |
10,829,080.54 | |||||||
4. Other liabilities |
3,643,161.63 | |||||||
5. Deferred income |
1,957,59 | |||||||
6. Provisions |
||||||||
a) Provisions for pensions
and similar obligations |
630,634.00 | |||||||
b) Other provisions |
15,395,632.95 | 16,026,266.95 | ||||||
7. Subordinated debt |
2,000,000.00 | |||||||
8. Shareholders Equity |
||||||||
a) Capital stock |
20,000,000.00 | |||||||
b) Capital reserve |
11,304,811.97 | |||||||
c) Net loss for the period |
-9,304,811.97 | 22,000,000.00 | ||||||
88,104,338.01 | ||||||||
Bochum, 25 September 2006 | Contingent liabilities | 902,039.36 |
signed by Dr. Christian von Villiez
|
signed by Dr. Joachim Paulus | |
Westfalenbank Aktiengesellschaft |
EUR | ||||
Net income from financial transactions |
426,902.24 | |||
Sub-total gross income before allocations |
426,902.24 | |||
Allocations |
||||
Interest expense promissory notes |
-718,650,87 | |||
Income CPPl funds |
1,349,740,66 | |||
Income sale liquidity reserve |
251,629.49 | |||
Expenses sale securities portfolio |
-251,298.54 | |||
Gross income after allocations |
1,058,322.98 | |||
Personnel expenses |
-870,169.63 | |||
Administration expenses including depreciation/amortisation |
-717,369.61 | |||
Income sale Private Banking segment |
3,982,924.48 | |||
Management fee to Fortis due to premature termination |
-65,000.00 | |||
Derecognition receivable interest claim from HVB (50%) |
-240,000.00 | |||
Income from sale real estate Konigslutter |
10,427.51 | |||
Income from sale real estate Berlin |
91,690.79 | |||
Income from ordinary activities |
3,250,826.52 | |||
Extraordinary result associated with restructuring |
||||
Extraordinary income |
||||
Release of the accrual Focusing corporate customer bank |
921,620.32 | |||
Release of accrual employee profit sharing bonuses |
841,965.05 | |||
Release of pension accrual |
284,004.00 | |||
2,047,589.37 | ||||
Extraordinary expenses |
||||
Personnel measures / reduction |
8,411,227.86 | |||
Operating expenditure redimensioning KG 2 |
360,000.00 | |||
Outplacement consulting |
100,000.00 | |||
Addition to accrual IT reduction (redimensioning) |
1,732,000.00 | |||
Compensation payment cancellation rental agreement Düsseldorf |
2,000,000.00 | |||
Addition to
accrual rental agreement Bochum, Huestrabe |
2,000,000.00 | |||
14,603,227.86 | ||||
Extraordinary result |
-12,555,638.49 | |||
Net loss for the period |
-9,304,811.97 | |||
Assets reduction from | ||||||||||||
31/12/2005 | spin-off | 30/06/2006 | ||||||||||
Shareholders Equity | EUR | EUR | EUR | |||||||||
a. Capital stock |
50,514,282.00 | 30,514,282.00 | 20,000,000.00 | |||||||||
b. Capital reserve |
21,262,529.97 | 9,957,718.00 | 11,304,811.97 | |||||||||
c. Net loss for the period 1.1. -30.06.06 |
-9,304,811.97 | |||||||||||
Net equity |
71,776,811.97 | 40,472,000.00 | 22,000,000.00 |
signed by Dr. Christian von Villiez
|
signed by Dr. Joachim Paulus | |
Westfalenbank Aktiengeseleschaft |
Appendix IV Page 1 |
a) | Personnel expenses and operating expenditure including depreciation are to be allocated between the acquiring entity within the scope of the spin off of HVB Verwa 5 GmbH & Co. Beteiligungs KG, on the one hand, and Westfalenbank AG, on the other hand, in accordance with the respective percentage-based share in gross revenue. | |
b) | Payroll expenses concerning the employees being transferred to HVB Verwa 5 GmbH & Co. Restrukturierung KG are to be accrued up to the respective termination of the employment relationship independently of whether the employees have already been made redundant or not. | |
c) | Pension provisions for retired employees and departed employees with vested pension claims, required within the framework of the transfer of operations and employment relationships to HVB Verwa 5 GmbH & Co, Beteiligungs KG and HVB Verwa 5 GmbH & Co. Restrukturierung KG are measured at the DBL values according to IFRS; the provisions for employees remaining with the Bank are measured at the respective DBO values according to IFRS. | |
d) | An amount of EUR 1,732,000.00 was accrued to account for closure and restructuring costs. | |
e) | Provisions and other liabilities are to be recorded to account for subsequent costs at amounts which cover future expenses originating in the first half of 2006. The pro forma balance sheet originally provides for an amount of TEUR 350 regarding these expenses. | |
f) | IT closure costs paid in the first half of 2006 and which relate to the entire financial year are not accounted for through an appropriate period adjustment as of 30 June 2006. | |
g) | The NPL portfolio as of 31 December 2005 is accounted for in variance from the treatment as of 30 June 2006 at the book values as of 31 December 2005/1 January 2006 in consideration of the changes in amounts resulting from out-payments and return payments; therefore, the opportunities and risks realised in the interim period are not to be recognised in the income statement from 1 January to 30 June 2006. | |
h) | Other conditions that may arise from the audit are to be taken into consideration after consultation with the parties. | |
Moreover, the income statement classification according to Exhibit P 3 of the Share Purchase and Transfer Agreement is to be in a format that varies from the German commercial regulations. |
Appendix IV Page 2 |
BDO Deutsche Warentreuhand | ||
Aktiengesellschaft | ||
Wirtschaftsprüfungsgesellschaft |
signed by Knackstedt | signed by ppa. Liebermann | |||
Wirtschaftsprüfer | Wirtschaftsprüfer |
Appendix V Page 1 |
30.06.2006 | ||||
EUR | ||||
10,884,899.19 | ||||
EUR | ||||
a) Cash in Hand |
3,300.18 | |||
b) Central Bank Balances |
10,881,599.01 | |||
thereof: at Deutsche Bundesbank |
||||
EUR 10,881,599.01 |
||||
10,884,899.19 | ||||
30.06.2006 | ||||
EUR | ||||
a) payable on demand |
35,319,354.84 | |||
30.06.2006 | ||||
EUR | ||||
15,205,133.13 | ||||
Appendix V Page 2 |
Individual | General | Country risk | ||||||||||
provisions | provisions | provisions | ||||||||||
TEUR | TEUR | TEUR | ||||||||||
Balance at 1 January 2006 |
95,599 | 5,550 | 643 | |||||||||
Disposal from Spin-off |
6,610 | 5,550 | 408 | |||||||||
Utilisation |
2,006 | 0 | 0 | |||||||||
Release |
684 | 0 | 235 | |||||||||
Addition from reclassification accrual |
37 | 0 | 0 | |||||||||
Additions |
129 | 0 | 0 | |||||||||
Balance at 30 June 2006 |
86,465 | 0 | 0 | |||||||||
30.06.2006 | ||||
EUR | ||||
25,000.00 | ||||
Appendix V Page 3 |
30.06.2006 | ||||
EUR | ||||
3,358,430.20 | ||||
As a % of | ||||||||||||
total | Balance at | |||||||||||
Nominal value | nominal capital | 30.06.2006 | ||||||||||
TEUR | % | TEUR | ||||||||||
a) In finance companies |
||||||||||||
Westfalen
Kapitalverwaltungs-
gesellschaft mbH i. L. Bochum |
511 | 100.0 | 511 | |||||||||
b) In other companies |
||||||||||||
Gesellschaft
für Grundbesitz mbH i. L., Bochum |
767 | 100,0 | 767 | |||||||||
BAK Verwaltungsgesellschaft mbH i. L., Bochum |
26 | 100.0 | 26 | |||||||||
Westfalen Credit Services Gesellschaft mbH, Bochum |
1,026 | 100.0 | 1,026 | |||||||||
c) In financial services institutions |
||||||||||||
Westfalen Corporate Finance GmbH i. L., Bochum |
1,025 | 100.0 | 1,029 | |||||||||
3,358 | ||||||||||||
30.06.2006 | ||||
EUR | ||||
10,829,080.54 | ||||
Appendix V Page 4 |
30.06.2006 | ||||
EUR | ||||
430,347.97 | ||||
1.12006 | Additions | Disposal | Depreciation | 30.06.2006 | ||||||||||||||||
TEUR | TEUR | TEUR | TEUR | TEUR | ||||||||||||||||
Computer software |
1,104 | 52 | 0 | 726 | 430 | |||||||||||||||
30.06.2006 | ||||
EUR | ||||
1,215,331.94 | ||||
EUR | ||||
Land and Buildings |
413,789.52 | |||
Business and Office Equipment |
801,542.42 | |||
1,215,331.94 | ||||
1.1.2006 | Additions | Disposals | Depreciation | 30.06.2006 | ||||||||||||||||
TEUR | TEUR | TEUR | TEUR | TEUR | ||||||||||||||||
Land and buildings |
||||||||||||||||||||
- Land |
1,356 | 0 | 942 | 0 | 414 | |||||||||||||||
- Buildings |
668 | 0 | 646 | 22 | 0 | |||||||||||||||
2,024 | 0 | 1,588 | 22 | 414 | ||||||||||||||||
Operating and Office Equipment |
||||||||||||||||||||
- Office equipment |
628 | 2 | 2 | 72 | 556 | |||||||||||||||
- Car pool |
26 | 0 | 0 | 7 | 19 | |||||||||||||||
- Computer hardware, PCs |
316 | 17 | 2 | 105 | 226 | |||||||||||||||
- Equipment Düsseldorf branch |
12 | 0 | 0 | 12 | 0 | |||||||||||||||
982 | 19 | 4 | 196 | 801 | ||||||||||||||||
3,006 | 19 | 1,592 | 218 | 1,215 | ||||||||||||||||
Appendix V Page 5 |
Computer hardware
|
3 Years | |
Motor vehicles
|
6 Years | |
Office furniture, office equipment
|
5-13 Years |
Appendix V Page 6 |
30.06.2006 | ||||
EUR | ||||
10,639,690.29 | ||||
EUR | ||||
a) Claims
vis-à-vis KG 1 |
||||
aa) Refund claim from spin-off |
1,276,118.96 | |||
ab) Refund claim for loss in 1st half of 2006 |
5,318,240.64 | |||
6,594,359.60 | ||||
b) Claim vis-à-vis Fortis due to sale of the
Asset Management segment acc. to final settlement |
2,399,579.16 | |||
c) Refund claim, foreign source tax |
693,018.74 | |||
d) Receivable concerning services
Westfalen Credit Service GmbH |
426,660.87 | |||
e) Receivables from tax offices and fiscal authorities
including creditable corporation tax, income tax and
interest income tax (incl. solidarity tax surcharge)
|
365,459.97 | |||
f) Various receivables re/bail-out purchases
(primarily rent receivables)
|
57,638.50 | |||
g) Prepayment Eurest/canteen |
25,564.59 | |||
h) Inventories of office supplies and printed forms |
20,000.00 | |||
i) Other assets under TEUR 20 each |
57,408.86 | |||
10,639,690.29 | ||||
Appendix V Page 7 |
30.06.2006 | ||||
EUR | ||||
197,069.91 | ||||
EUR | ||||
Prepaid expenses for the 2nd half of 2006 |
||||
a) Data processing costs |
294,942.65 | |||
b) Contributions for deposit protection (50% of annual contribution) |
126,213.71 | |||
c) Insurance expenses |
76,148.97 | |||
d) Other |
49,764.58 | |||
547,069.91 | ||||
Net of lump sum deduction and corresponding treatment in current
expenses in the 1st half of 2006 |
- 350,000.00 | |||
197,069.91 | ||||
Appendix V Page 8 |
30.06.2006 | ||||
EUR | ||||
3,781,232.28 | ||||
EUR | ||||
a) Payable on demand |
3,450,970.95 | |||
b) With an agreed maturity or withdrawal notice |
330,261.33 | |||
3,781,232.28 | ||||
30.06.2006 | ||||
EUR | ||||
29,822,639.02 | ||||
EUR | ||||
b) Other liabilities |
||||
ba) Payable on demand |
10,764,433.00 | |||
bb) With an agreed maturity or withdrawal notice |
19,058,206.02 | |||
29,822,639.02 | ||||
Appendix V Page 9 |
30.06.2006 | ||||
EUR | ||||
10,829,080.54 | ||||
30.06.2006 | ||||
EUR | ||||
3,643,161.63 | ||||
EUR | ||||
a) Tax liabilities |
||||
- Wage tax |
56,799.09 | |||
- Interest income tax/solidarity surcharge |
418,609.18 | |||
- Other |
156,475.00 | |||
1,138,883.27 | ||||
b) Liability from purchase price adjustment
Sale of the Private Banking segment |
943,622.27 | |||
c)Trade payables |
460,410.33 | |||
d)Cost refund for servicing non-performing loans
Westfalen Credit Service |
399,641.55 | |||
e)Liability KG 2 - material costs re-dimensioning |
360,000.00 | |||
f)Purchase price prepayment concerning Privotel |
260,400.95 | |||
g)Prorated interest from subordinated liabilities |
49,375.89 | |||
(See also Equity and Liabilities 7) |
||||
h)Liability KG 2 from spin-off |
5,000.00 | |||
i)Other (less than TEUR 20 each) |
25,827.37 | |||
3,643,161.63 | ||||
Appendix V Page 10 |
30.06.2006 | ||||
EUR | ||||
1,957.59 | ||||
30.06.2006 | ||||
EUR | ||||
16,026,266.95 | ||||
EUR | ||||
a) Provisions for pensions and similar obligations |
630,634.00 | |||
b) Other Provisions |
15,395,632.95 | |||
16,026,266.95 | ||||
Appendix V Page 11 |
30.06.2006 | ||||
TEUR | ||||
Rental property Düsseldorf, Benrather Strasse |
8300,000.00 | |||
Guarantees (Avale) |
1,929,983.67 | |||
Severance payments and staff redundancies |
1,829,481.00 | |||
Closure and restructuring costs |
1,732,000.00 | |||
Liability risks from sales |
400,337.00 | |||
Contract closing compensation and other salary payments |
382,152.00 | |||
Other risks in lending operations |
284,397.07 | |||
Audit fees financial statements/security deposit business |
101,000.00 | |||
Outstanding costs concerning trainees |
67,204.40 | |||
Fund management fees |
65,000.00 | |||
Long service awards |
58,841.00 | |||
Outstanding vacation and flexi time |
51,515.79 | |||
Notarys costs concerning the spin-off |
50,000.00 | |||
Chamber of Commerce dues |
42,500.00 | |||
Outstanding invoices |
40,432.99 | |||
Employers liability insurance |
33,400.00 | |||
Supervisory Board remuneration |
27,388.03 | |||
Total |
15,395,632.95 | |||
Appendix V Page 12 |
Appendix V | ||
Page 13 |
7. Subordinated Debt |
30.06.2006 | |||
EUR |
||||
2,000,000.00 | ||||
8. Shareholders Equity |
30.06.2006 | |||
EUR |
||||
22,000,000.00 | ||||
EUR |
||||
a) Capital stock |
20,000,000.00 | |||
b) Capital reserves |
11,304,81197 | |||
31,304,811.97 | ||||
c) Net loss for the period |
-9,304,811.97 | |||
22,000,000.00 | ||||
Appendix V | ||
Page 14 |
1. Contingent liabilities |
30.06.2006 | |||
EUR | ||||
902,039.36 | ||||
Appendix VI | ||
Page 1 |
Kontensalden | Aufrechnung | EWB | ||||||||||||||||||||||||||||||
NPL (1) Inventarliste |
| 94,949,279.67 | 288,855.67 | 81,639,293.80 | | 13,021,130.20 | ||||||||||||||||||||||||||
Sparkasse Wedel |
1,593,869.90 | | | | 1,593,869.90 | |||||||||||||||||||||||||||
other receivables |
| 1,045,291.56 | | | | 1,045,291.56 | ||||||||||||||||||||||||||
total inventory list |
| 97,588,441.13 | 288,855.67 | 81,639,293.80 | | 15,660,291.66 | ||||||||||||||||||||||||||
NPL
(2) MBS Hinzurechnung (EWB-Uberhange) |
| 4,246,080.13 | | 4,825,234.04 | | 579,153.91 | ||||||||||||||||||||||||||
| 101,834,521.26 | 86,464,527.84 | | 15,081,137.75 | ||||||||||||||||||||||||||||
(zu EWB-Uberhangen: 124.178,29 technischer Saldo ohne Verbuchung gegen Forderung und 454.975,62 Eingange, EWB frel) | ||||||||||||||||||||||||||||||||
CPd Kleinere Seite |
| 239,022.35 | ||||||||||||||||||||||||||||||
Avalprovisionen |
115,022.96 | |||||||||||||||||||||||||||||||
Uberleitungsdifferenz/ Rundung |
4.01 | |||||||||||||||||||||||||||||||
| 15,205,133.13 | |||||||||||||||||||||||||||||||
Nachrichtlich |
||||||||||||||||||||||||||||||||
NPL (1) Inventarliste |
| 94,949,279.67 | 288,855.67 | 81,639,293.80 | | 13,021,130.20 | ||||||||||||||||||||||||||
NPL (2) MBS Hinzurechnung |
| 4,246,080.13 | 4,825,234.04 | 579,153.91 | ||||||||||||||||||||||||||||
Summe NPL |
| 99,195,359.80 | 288,855.67 | 86,464,527.84 | | 12,441,976,29 | ||||||||||||||||||||||||||
Sparkasse Wedel |
| 1,593,869.90 | ||||||||||||||||||||||||||||||
other receivables |
| 1,045,291.56 | ||||||||||||||||||||||||||||||
| 15,081,137.75 | |||||||||||||||||||||||||||||||
CPd Weinere Seite |
| 239,022.35 | ||||||||||||||||||||||||||||||
Avalprovisionen |
115,022.96 | |||||||||||||||||||||||||||||||
Uberieitungsdiffereriz/ Rundung |
4.01 | |||||||||||||||||||||||||||||||
| 15,205,133.13 | |||||||||||||||||||||||||||||||
Aufteilung NPL |
||||||||||||||||||||||||||||||||
Inventarliste |
||||||||||||||||||||||||||||||||
NPL Neu |
1 | | 1,491,340.22 | | 128,942.06 | | 1,362,398.16 | |||||||||||||||||||||||||
NPL Alt |
2-1 | | 93,457,939.45 | 288,855.67 | 81,510,351.74 | | 11,658,732.04 | |||||||||||||||||||||||||
subtotal |
| 94,949,279.67 | 288,855.67 | 81,639,293.80 | | 13,021,130.20 | ||||||||||||||||||||||||||
MBS-Hinzurechnung
|
||||||||||||||||||||||||||||||||
NPL (2) = NPL alt |
2-2 | | 4,246,080.13 | 4,825,234.04 | 579,153.91 | |||||||||||||||||||||||||||
579,153.91 | ||||||||||||||||||||||||||||||||
NPL Alt |
Summe 2-1 u, 2-2 | | 11,658,732.04 | |||||||||||||||||||||||||||||
579,153.91 | ||||||||||||||||||||||||||||||||
| 11,079,578.13 | |||||||||||||||||||||||||||||||
NPL Neu |