Porsche 2011 Annual Report Download - page 43

stances the maturity date may be prolonged until
30 June 2015 in two steps.
In connection with the refinancing of the syn-
dicated loan, the collateral provided by Porsche SE
was also restructured. In particular, the number of
pledged shares in Volkswagen AG held by Porsche
SE was significantly reduced to 70 million VW ordi-
nary shares. The additional lien granted to the banks
as part of the previous syndicated loan on the 50.1
percent share in Porsche Zwischenholding GmbH was
canceled in the course of refinancing, as was the
previous lien on claims accruing to Porsche SE in the
event that the call or put option on the 50.1 percent
share in Porsche Zwischenholding GmbH is exercised.
The assignment of the exercise right for the put
option in favor of the banks, within the scope of the
previous syndicated loan, was also canceled. In
addition, the assignment of the 50.1 percent share in
Porsche Zwischenholding GmbH to the trustee was
terminated effective as of 31 December 2011.
Further damages claims asserted
Two claims for damages were filed with a
New York state court on 18 February 2011 and
15 March 2011. In their complaints, the plaintiffs
assert claims for common law fraud and unjust en-
richment on the basis of allegations similar to those
made in their complaints before the United States
District Court for the Southern District of New York.
The plaintiffs claim to have lost at least 1.4 billion US
dollars. Porsche SE considers these actions to be
legally insufficient and without merit.
In 2009 and 2010, institutional investors in
Germany applied for conciliatory proceedings against
Porsche SE with regard to the assertion of claims for
damages on the basis of alleged breaches of statu-
tory capital market regulations in connection with the
acquisition of a shareholding in Volkswagen AG.
Various investors have filed further applications for
conciliatory proceedings against Porsche SE based
on the same claims; the company received these
applications in April, August and December 2011 and
in January and February 2012. All of the alleged
claims relate to alleged lost profits or alleged losses
incurred, estimated by the investors to total ap-
proximately 3.3 billion euro. Porsche SE considers
the alleged claims to be without merit and has not
taken part in the conciliatory proceedings.
In October 2011, ARFB Anlegerschutz UG (a
limited liability undertaking), Berlin, brought an action
before the Regional Court of Braunschweig against
Porsche SE and Volkswagen AG based on claims for
damages allegedly assigned to it by 41 investment
funds, insurance companies and other companies in
the amount of approximately 1.1 billion euro. Some of
the 41 investors are also applicants in the aforemen-
tioned conciliatory proceedings. Four of the investors
are hedge funds that have also filed claims against
Porsche SE before a US federal court that were dis-
missed in a first instance. In December 2011, this
claim was extended to include the alleged claims for
damages filed by ARFB Anlegerschutz UG (a limited
liability undertaking) on behalf of another 24 entities
for an allegedly assigned right in the amount of ap-
proximately 700 million euro. Two of these other
investors are hedge funds that have also filed claims
against Porsche SE before a US federal court that
were dismissed in first instance. In connection with
the extension of the claim in December 2011, ARFB
Anlegerschutz UG (a limited liability undertaking) also
partly withdrew its original action to the extent that
alleged claims for damages of an investment fund in
the amount of approximately 4.5 million euro arising
from an allegedly assigned right are no longer upheld.
In addition, ARFB Anlegerschutz UG (a limited liability
undertaking) filed another action against the company
at the Regional Court of Braunschweig in December
2011, asserting alleged claims for damages on be-
half of another five companies, again from alleged
assigned right, for a total of approximately
351 million euro. The plaintiff alleges that, in 2008,
on the basis of inaccurate information and the omis-
sion of information as well as market manipulation by
Porsche SE, the companies behind the complaints
either failed to participate in price increases of shares
in Volkswagen AG and, hence, lost profits or entered
into options relating to shares in Volkswagen AG and
incurred losses from these options due to the share
price development in the amount claimed. Porsche SE
considers the alleged claims to be without merit and
will defend itself against them.
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