Porsche 2011 Annual Report Download - page 42

Capital increase at Porsche SE
In April 2011, Porsche SE successfully com-
pleted its capital increase in return for cash contribu-
tions resolved at the annual general meeting on
30 November 2010. With the entry of the implemen-
tation of the capital increase in the commercial regis-
ter of the Stuttgart district court on 13 April 2011,
the company‘s share capital was increased by
131,250,000.00 euro from 175,000,000.00 euro to
306,250,000.00 euro through the issuance of
65,625,000 new ordinary shares (no-par-value
shares) and 65,625,000 new preference shares (no-
par-value shares), with each no-par-value share rep-
resenting a notional share of one euro in the share
capital. Since then, Porsche SE’s subscribed capital
has comprised 153,125,000 ordinary shares and
153,125,000 preference shares.
The new ordinary shares and the new prefer-
ence shares are each entitled to dividends as of
1 August 2010. Taking into account transaction
costs of 95 million euro, there were net issue pro-
ceeds of 4,893 million euro. The company used the
proceeds to repay liabilities to banks.
Repayment of debt and refinancing of the
previous syndicated loan
The liabilities to banks of Porsche SE, which
still amounted to a nominal amount of 7.0 billion euro
as of 31 December 2010, were significantly reduced,
mainly as a result of the capital increase performed
in April 2011. The proceeds were used to repay in
full and ahead of schedule the first tranche of the
previous syndicated loan totaling 2.5 billion euro,
which would have been due on 30 June 2011. The
proceeds exceeding this figure were used to further
reduce liabilities to banks. As a result of the partial
repayment of the previous syndicated loan, the unuti-
lized revolving credit line increased from 1.5 billion
euro to 1.9 billion euro pursuant to the loan terms
agreed with the banking syndicate, according to
which the overall credit line was not to exceed
8.5 billion euro. Following the partial repayment of
the previous syndicated loan and an additional re-
payment from available liquidity, Porsche SE’s liabili-
ties to banks amounted to a nominal amount of
2.0 billion euro as of 30 September 2011. The col-
lateral for the remaining loan was provided partly by
pledging all of Porsche SE’s shares in Volkswagen AG.
In October 2011, Porsche SE concluded a
new syndicated loan agreement that replaces the
previous syndicated loan. The refinancing was exe-
cuted on 31 October 2011. It was completed with a
view to securing the company’s long-term liquidity
and at more favorable conditions from Porsche SE’s
perspective. These conditions take into account the
significantly improved net assets and financial posi-
tion of the company compared to the time when the
previous syndicated loan agreement was concluded
in 2009 and, particularly, the reduction of debt. The
new syndicated loan has a volume of up to 3.5 billion
euro and comprises a loan tranche of 2.0 billion euro
as well as a revolving credit line of up to 1.5 billion
euro that was unutilized as of the publishing date of
this combined group management report and man-
agement report of Porsche SE. The loan matures on
30 November 2013, however, the company has two
options to extend it such that under certain circum-
GROUP MANAGEMENT REPORT42