KME AG
Primary Analysis: Investors Balk at KME €300M SSN Notes Offering Because of Adjustments on EBITDA, Cash; Question Securities
Thu 02/01/2018 06:18 AM
Relevant Document:
Preliminary Offering Memorandum
Investors reviewing German copper and copper alloy product manufacturer’s KME’s proposed €300 million senior secured notes are balking at the company’s adjusted financials and “distorted” capital structure. Price whispers have circulated around high 5%, but additional concerns about the group’s security package and leakage mean that some investors would expect pricing closer to 7%, sources told Reorg.
The group markets three product divisions in more than 70 countries, and revenue is mainly derived from sale of products from copper and copper alloys and services, such as work performed on behalf of third parties. The company’s net asset value by division and geography is shown below:
Management faced extensive questions about the group’s capital structure at road show meetings in London earlier in the week, sources told Reorg. According to the OM, the notes carry first ranking security over certain factoring collection accounts and receivables factored under a new €250 million Factofrance factoring agreement. They share some of the security granted under the borrowing base facility on a second ranking basis. Investors complained that these securities were insufficient.
The security comprises a first priority interest pledge over 100% of the partnership interests of KME Germany GmbH & Co. KG, a security transfer of movable machines and equipment at the Osnabruck production site owned by KME Germany GmbH & Co. KG and interests over land charges in an amount of €201.5 million encumbering the real estate at the Osnabruck site.
Compared with the security of the the borrowing base facility, the security for the notes is more specialized and illiquid. The notes are guaranteed on a senior basis by KME Germany GmbH & Co. KG, KME Brass Italy S.p.A. and EM Moulds S.p.A., with the Italian entities subject to local law maximum amount limits, (€18,206,000 and €8,117,000, respectively).
Investors were uncomfortable with the company’s EBITDA adjustments and worried that its financials looked overstated:
The two main items to adjust EBITDA were restructuring expenses and other extraordinary expenses responsible for €17.7 million and €13.3 million in add-backs respectively. The company does not elaborate on the items comprising the restructuring expenses account. Given that the expense recurred historically in varying magnitude, investors wondered whether it might be recurring and not warranting an add-back.
The "other extraordinary expenses" line covers “discontinued activities and plants, a one-off working capital devaluation, one-off costs related to equipment breakdown net of preliminary insurance reimbursement, other costs of restructuring activities other than the personnel costs included in the 'restructuring expenses' line item above and one-off consulting costs.” The add-backs are partly non-cash and justify an add-back while others are driven by restructuring and investors have questioned their recurrence.
The company adjusts for value of third-party purchased semi-finished products, the impact of change in the fair value of the LME derivative contracts and the accounting difference between first in, first out methodology and committed stock measurement. We highlight two adjustments KME makes on its commitments:
If the stock is measured on the firm commitment measurement, it adjusts for the hedged price the company enters into with counterparties in revenue. If the company also adjusts for the change in the fair values of hedges it entered into previously in the "metal adjustment" line, it’s unclear if this corrects for an effect that was already accounted for through the firm commitment measurement.
Some buy-siders questioned KME’s use of receivables, netting off €90.1 million of receivables to decrease net debt. As a result, net debt appears substantially lower than estimated by some investors.
According to the OM, the group’s leverage is 2.5X. Some investors consider that without adjustments to EBITDA and cash, leverage would be considerably higher. The pro forma cash balance of the company as of third quarter is €50.3 million translating into pro forma net debt of €286 million. Using unadjusted EBITDA, the pro forma leverage would be 5.7x.
As the company has access to the Borrowing Base Facility, gross leverage can increase significantly. While the borrowing base facility is self liquidating, in case of a counterparty default or renegotiation, the value of the assets the facility financed might fall below the face value of the liability requiring further financing of the shortfall. Moreover, if the Borrowing Base Facility is cancelled, the company would be required to raise further debt to finance its working capital needs.
Investors flagged that KME’s largest shareholder, Intek Group, has a market cap of just €140 million. Many questioned how the parent would provide support to KME if the business were to get into difficulty.
Others remarked that the notes seemed to provide considerable scope for leakage, with the €43.1 million in Intek Group loans likened to dividend payments.
The use of proceeds on the notes is below:
A simplified group structure chart of the group is set out below:
Existing Debt
Borrowing Base Facility
Certain group entities (see below) have entered into a secured commodity trade finance facility agreement (Borrowing Base Facility) for working capital purposes. The facility comprises two tranches - one consisting of a €350 million revolver, including a €20 million swingline facility. Following the notes issuance, the revolver will be fully undrawn and it is estimated that €340 million-€350 million letters of credit will be issued against it.
The facility includes an accordion facility allowing for an increase in the commitments available under the Borrowing Base Facility to €850 million. The total amount that may be drawn will be limited by a borrowing base value which is reassessed monthly and is determined by reference to the value of the group’s inventories. The group must comply with certain financial covenants at agreed ratios (not specified in the OM).
KME Germany GmbH & Co. KG, Fricke GmbH, KME Brass Germany GmbH, KME Brass France S.A.S., KME Rolled France S.A.S., KME Spain S.A.U., KME Italy S.p.A., KME Brass Italy S.p.A., EM Moulds S.p.A. and Przedsiębiorstwo Handlu Metalami “PEHAMET” sp. z o.o are borrowers and guarantors under the facility with KME AG, KME Grundstücksgesellschaft AG & Co. KG, Tréfiméteaux S.A.S. and Kmetal S.p.A. providing additional guarantees. In addition a separate shareholder guarantee of €100 million will be provided by Intek Group S.p.A.
Security has been provided by KME Ibertubos S.A., Cuprum S.A., Tréfimétaux S.A.S., Kabelmetall Messing Beteiligungsgesellschaft mbH and Serravalle Copper Tubes S.r.l. by way of the following: (i) Austrian law pledges over inventory, (ii) Belgian law security over inventory, (iii) Dutch law security over inventory and bank accounts, (iv) English law security over inventory, (v) French law security over bank accounts, inventory and receivables, (vi) German law security over bank accounts, real estate and receivables, (vii) Hungarian law security over inventory, (viii) Italian law security over bank accounts, receivables and shares in the group (granted by the company), (ix) New York law security over inventory, (x) Polish law security over receivables, inventory and bank accounts, and (xi) Spanish law security over inventory and receivables.
Factoring Agreements
KME AG and certain of its subsidiaries entered into a €250 million factoring facility with Factofrance. The facility is available for 36 months from the closing date, but can be terminated sooner, including upon termination of the Borrowing Base Facility. The group must comply with certain financial covenants at agreed ratios (which are not specified in the notes prospectus).
KME Germany GmbH & Co. KG, Fricke GmbH, KME Brass Germany GmbH, KME Brass France S.A.S. (now Tréfiméteaux S.A.S.), KME Rolled France S.A.S. and KME Spain S.A.U. are the originators under the facility and the same entities plus KME AG and Kabelmetall Messing Beteiligungsgesellschaft mbH provide guarantees.
The facility benefits from first ranking security over certain factoring collection accounts and receivables factored under the new Factofrance factoring agreement, and will also share some of the security granted under the Borrowing Base Facility on a second ranking basis.
Mediocredito Factoring Agreement
The group entered into an Italian law governed recourse and non - recourse factoring facility with Mediocredito as factor which is valid until July 31, 2018 and subject to a one year automatic renewal until July 31, 2019, unless terminated by the factor prior to Jan. 31, 2018. The facility is guaranteed by the company.
Mediocredito has made available a credit facility for an amount of €150 million as to non-recourse factoring, of which €35 million can be used for recourse factoring. The facility requires the group to maintain the same financial covenants provided under the factoring and Borrowing Base Facility.
Shareholder Working Capital Facility
KME AG intends to enter into a €30 million working capital facility on or about the date of the issuance of the notes with the principal shareholder, Intek Group. This facility will be reduced if drawings under the Borrowing Base Facility exceed €350 million, so that the total drawn amount under the Shareholder Working Capital Facility and the Borrowing Base Facility will not exceed €380 million.
Legal Highlights
General
The €300 million senior secured notes are issued by KMG AG, a stock corporation incorporated in Germany. The notes are guaranteed on a senior basis by KME Germany GmbH & Co. KG, KME Brass Italy S.p.A. and EM Moulds S.p.A. The guarantees provided by the two Italian entities are subject to local law maximum amount limits, (€18,206,000 and €8,117,000, respectively).
The notes are secured on a first priority basis on the issue date by: (i) an interest pledge over 100% of the partnership interests of KME Germany GmbH & Co. KG and (ii) a security transfer of movable machines and equipment at the Osnabruck production site owned by KME Germany GmbH & Co. KG. The notes will be secured by interests over land charges in an amount of €201,500,000 encumbering the real estate at the Osnabruck site.
The indenture, the notes and the guarantees are all governed by New York law. The ICA is governed by English law and the security documents are governed by German law.
The consent thresholds under the notes are:
Debt Incurrence
There is a general prohibition on the company and any of its restricted subsidiaries from incurring debt. The covenant does allow for the incurrence of debt and the issuance of preference shares provided that the company’s fixed charge coverage ratio is at least 2x. Additionally, the restricted group may incur senior secured debt if the consolidated senior secured leverage ratio of the company is less than 3x.
Permitted debt incurrence carve outs include:
The company and its restricted subsidiaries are prevented from making restricted payments in the usual manner under the respective covenant. There is the ability to pay out of a 50% consolidated net income of the company “basket builder”.
Additional permitted payment carve outs include:
Generally, the restricted group is not permitted to grant any liens on its assets or property unless (i) the liens are permitted liens or permitted collateral liens or (ii) in the case of any other debt, the notes are secured on an equal and ratable pari passu basis.
With respect to property constituting collateral (i.e. where there is security already in place), it is possible to take security which is pari passu or junior to the notes using the credit facility and hedging debt baskets. Liens on the collateral can also secure senior secured debt or debt incurred using the purchase money obligations, contribution debt, permitted refinancing or general debt baskets provided that the assets and property securing such debt also secure the notes on a senior or pari passu basis. Senior secured debt which is incurred under the ratio, credit facilities, issue date/note, capitalised lease obligations, contribution debt, permitted refinancing and general debt baskets. Liens on the collateral can also secure some of the permitted liens.
Change of Control
The prospectus explains that in the event of a change of control, the company will have to repurchase the notes at 101% plus any accrued and outstanding interest. The following scenarios will constitute a change of control under the notes:
Preliminary Offering Memorandum
Investors reviewing German copper and copper alloy product manufacturer’s KME’s proposed €300 million senior secured notes are balking at the company’s adjusted financials and “distorted” capital structure. Price whispers have circulated around high 5%, but additional concerns about the group’s security package and leakage mean that some investors would expect pricing closer to 7%, sources told Reorg.
The group markets three product divisions in more than 70 countries, and revenue is mainly derived from sale of products from copper and copper alloys and services, such as work performed on behalf of third parties. The company’s net asset value by division and geography is shown below:
Management faced extensive questions about the group’s capital structure at road show meetings in London earlier in the week, sources told Reorg. According to the OM, the notes carry first ranking security over certain factoring collection accounts and receivables factored under a new €250 million Factofrance factoring agreement. They share some of the security granted under the borrowing base facility on a second ranking basis. Investors complained that these securities were insufficient.
The security comprises a first priority interest pledge over 100% of the partnership interests of KME Germany GmbH & Co. KG, a security transfer of movable machines and equipment at the Osnabruck production site owned by KME Germany GmbH & Co. KG and interests over land charges in an amount of €201.5 million encumbering the real estate at the Osnabruck site.
Compared with the security of the the borrowing base facility, the security for the notes is more specialized and illiquid. The notes are guaranteed on a senior basis by KME Germany GmbH & Co. KG, KME Brass Italy S.p.A. and EM Moulds S.p.A., with the Italian entities subject to local law maximum amount limits, (€18,206,000 and €8,117,000, respectively).
Investors were uncomfortable with the company’s EBITDA adjustments and worried that its financials looked overstated:
The two main items to adjust EBITDA were restructuring expenses and other extraordinary expenses responsible for €17.7 million and €13.3 million in add-backs respectively. The company does not elaborate on the items comprising the restructuring expenses account. Given that the expense recurred historically in varying magnitude, investors wondered whether it might be recurring and not warranting an add-back.
The "other extraordinary expenses" line covers “discontinued activities and plants, a one-off working capital devaluation, one-off costs related to equipment breakdown net of preliminary insurance reimbursement, other costs of restructuring activities other than the personnel costs included in the 'restructuring expenses' line item above and one-off consulting costs.” The add-backs are partly non-cash and justify an add-back while others are driven by restructuring and investors have questioned their recurrence.
The company adjusts for value of third-party purchased semi-finished products, the impact of change in the fair value of the LME derivative contracts and the accounting difference between first in, first out methodology and committed stock measurement. We highlight two adjustments KME makes on its commitments:
- First, the firm commitment measurement adjustment, which measures the income statement impact due to changes in fair value of KME’s derivative contracts.
- Second, the adjustment on its sold inventory at its committed price against IFRS first in first out accounting requirements
If the stock is measured on the firm commitment measurement, it adjusts for the hedged price the company enters into with counterparties in revenue. If the company also adjusts for the change in the fair values of hedges it entered into previously in the "metal adjustment" line, it’s unclear if this corrects for an effect that was already accounted for through the firm commitment measurement.
Some buy-siders questioned KME’s use of receivables, netting off €90.1 million of receivables to decrease net debt. As a result, net debt appears substantially lower than estimated by some investors.
According to the OM, the group’s leverage is 2.5X. Some investors consider that without adjustments to EBITDA and cash, leverage would be considerably higher. The pro forma cash balance of the company as of third quarter is €50.3 million translating into pro forma net debt of €286 million. Using unadjusted EBITDA, the pro forma leverage would be 5.7x.
As the company has access to the Borrowing Base Facility, gross leverage can increase significantly. While the borrowing base facility is self liquidating, in case of a counterparty default or renegotiation, the value of the assets the facility financed might fall below the face value of the liability requiring further financing of the shortfall. Moreover, if the Borrowing Base Facility is cancelled, the company would be required to raise further debt to finance its working capital needs.
Investors flagged that KME’s largest shareholder, Intek Group, has a market cap of just €140 million. Many questioned how the parent would provide support to KME if the business were to get into difficulty.
Others remarked that the notes seemed to provide considerable scope for leakage, with the €43.1 million in Intek Group loans likened to dividend payments.
The use of proceeds on the notes is below:
A simplified group structure chart of the group is set out below:
Existing Debt
Borrowing Base Facility
Certain group entities (see below) have entered into a secured commodity trade finance facility agreement (Borrowing Base Facility) for working capital purposes. The facility comprises two tranches - one consisting of a €350 million revolver, including a €20 million swingline facility. Following the notes issuance, the revolver will be fully undrawn and it is estimated that €340 million-€350 million letters of credit will be issued against it.
The facility includes an accordion facility allowing for an increase in the commitments available under the Borrowing Base Facility to €850 million. The total amount that may be drawn will be limited by a borrowing base value which is reassessed monthly and is determined by reference to the value of the group’s inventories. The group must comply with certain financial covenants at agreed ratios (not specified in the OM).
KME Germany GmbH & Co. KG, Fricke GmbH, KME Brass Germany GmbH, KME Brass France S.A.S., KME Rolled France S.A.S., KME Spain S.A.U., KME Italy S.p.A., KME Brass Italy S.p.A., EM Moulds S.p.A. and Przedsiębiorstwo Handlu Metalami “PEHAMET” sp. z o.o are borrowers and guarantors under the facility with KME AG, KME Grundstücksgesellschaft AG & Co. KG, Tréfiméteaux S.A.S. and Kmetal S.p.A. providing additional guarantees. In addition a separate shareholder guarantee of €100 million will be provided by Intek Group S.p.A.
Security has been provided by KME Ibertubos S.A., Cuprum S.A., Tréfimétaux S.A.S., Kabelmetall Messing Beteiligungsgesellschaft mbH and Serravalle Copper Tubes S.r.l. by way of the following: (i) Austrian law pledges over inventory, (ii) Belgian law security over inventory, (iii) Dutch law security over inventory and bank accounts, (iv) English law security over inventory, (v) French law security over bank accounts, inventory and receivables, (vi) German law security over bank accounts, real estate and receivables, (vii) Hungarian law security over inventory, (viii) Italian law security over bank accounts, receivables and shares in the group (granted by the company), (ix) New York law security over inventory, (x) Polish law security over receivables, inventory and bank accounts, and (xi) Spanish law security over inventory and receivables.
Factoring Agreements
KME AG and certain of its subsidiaries entered into a €250 million factoring facility with Factofrance. The facility is available for 36 months from the closing date, but can be terminated sooner, including upon termination of the Borrowing Base Facility. The group must comply with certain financial covenants at agreed ratios (which are not specified in the notes prospectus).
KME Germany GmbH & Co. KG, Fricke GmbH, KME Brass Germany GmbH, KME Brass France S.A.S. (now Tréfiméteaux S.A.S.), KME Rolled France S.A.S. and KME Spain S.A.U. are the originators under the facility and the same entities plus KME AG and Kabelmetall Messing Beteiligungsgesellschaft mbH provide guarantees.
The facility benefits from first ranking security over certain factoring collection accounts and receivables factored under the new Factofrance factoring agreement, and will also share some of the security granted under the Borrowing Base Facility on a second ranking basis.
Mediocredito Factoring Agreement
The group entered into an Italian law governed recourse and non - recourse factoring facility with Mediocredito as factor which is valid until July 31, 2018 and subject to a one year automatic renewal until July 31, 2019, unless terminated by the factor prior to Jan. 31, 2018. The facility is guaranteed by the company.
Mediocredito has made available a credit facility for an amount of €150 million as to non-recourse factoring, of which €35 million can be used for recourse factoring. The facility requires the group to maintain the same financial covenants provided under the factoring and Borrowing Base Facility.
Shareholder Working Capital Facility
KME AG intends to enter into a €30 million working capital facility on or about the date of the issuance of the notes with the principal shareholder, Intek Group. This facility will be reduced if drawings under the Borrowing Base Facility exceed €350 million, so that the total drawn amount under the Shareholder Working Capital Facility and the Borrowing Base Facility will not exceed €380 million.
Legal Highlights
General
The €300 million senior secured notes are issued by KMG AG, a stock corporation incorporated in Germany. The notes are guaranteed on a senior basis by KME Germany GmbH & Co. KG, KME Brass Italy S.p.A. and EM Moulds S.p.A. The guarantees provided by the two Italian entities are subject to local law maximum amount limits, (€18,206,000 and €8,117,000, respectively).
The notes are secured on a first priority basis on the issue date by: (i) an interest pledge over 100% of the partnership interests of KME Germany GmbH & Co. KG and (ii) a security transfer of movable machines and equipment at the Osnabruck production site owned by KME Germany GmbH & Co. KG. The notes will be secured by interests over land charges in an amount of €201,500,000 encumbering the real estate at the Osnabruck site.
The indenture, the notes and the guarantees are all governed by New York law. The ICA is governed by English law and the security documents are governed by German law.
The consent thresholds under the notes are:
- 50.1% for general amendments and waivers; and
- 90% plus each affected holder for money terms (including the release of guarantees and security).
Debt Incurrence
There is a general prohibition on the company and any of its restricted subsidiaries from incurring debt. The covenant does allow for the incurrence of debt and the issuance of preference shares provided that the company’s fixed charge coverage ratio is at least 2x. Additionally, the restricted group may incur senior secured debt if the consolidated senior secured leverage ratio of the company is less than 3x.
Permitted debt incurrence carve outs include:
- a credit facility basket not to exceed the greater of (i) €30 million and (ii) 4% of total non-current assets;
- a second credit facility basket for financing of inventory and receivables not to exceed the fair market value of the same;
- a capitalised lease/purchase money obligations basket not to exceed the greater of (i) €30 million and (ii) 4% of total non-current assets at any time. The debt should be used to finance all or part of the purchase price, cost of construction, design, transportation, improvement of property, plant or equipment or assets etc. used in the business of the restricted group and any other capital or operating expenses;
- a permitted refinancing basket in exchange for or provided the net proceeds are used to refinance or discharge issue date debt, ratio debt or contribution debt;
- an uncapped basket for non-speculative hedging agreements entered into in the ordinary course of business;
- a basket for the guarantees of any management advances (ordinary course expenses capped at €2 million in addition to the usual expense remit) (see permitted investments);
- a basket for guaranteeing pension fund obligations of the restricted group; and
- a general basket to allow for incurrence of debt capped at the greater of (i) €30 million and (ii) 4% of total non-current assets.
The company and its restricted subsidiaries are prevented from making restricted payments in the usual manner under the respective covenant. There is the ability to pay out of a 50% consolidated net income of the company “basket builder”.
Additional permitted payment carve outs include:
- a basket relating to the purchase or redemption of shares of the restricted group held by any current or former officer, director or employee of the company or any restricted subsidiary under any stock option or other agreement. This is provided the price paid does not exceed €2 million in any calendar year (with unused amounts being available to be carried over into succeeding calendar years), provided that the amount in each calendar year can be increased by an amount not to exceed (i) the cash proceeds from the sale of the equity interests received by the restricted group,to the extent such proceeds from the share sale have not otherwise been applied to make certain restricted payments, plus (iii) cash proceeds of keyman life insurance policies;
- an uncapped basket for the payment of securitization fees or purchase of assets in connection with a qualified securitisation financing;
- an advances or loans basket (i) to any future, present or former company or restricted subsidiary officer, director or employee etc. relating to the purchase or redemption of shares of the company or any obligation under a forward sale agreement or deferred purchase agreement or any management equity plan, stock option or other agreement provided that the aggregate amount of restricted payments is capped at €1 million in any calendar year or (ii) relating to any management equity or stock option plan etc. whether made directly to the plan or trust or to trustees to pay for the purchase of equity interests capped at €3 million in any calendar year;
- a dividend basket which appears to be uncapped in relation to company dividends and is otherwise capped at €5 million per year;
- a general basket not to exceed the greater of (i) €20 million and (ii) 3% of total non-current assets since the issue date;
- a basket relating to the payment of parent expenses to be used in the usual manner as well as in accordance with the affiliate transactions covenant;
- where no default is continuing or outstanding following an IPO of the shares of the company or any parent, the payment of any dividends, distributions or cash payments,advances on the capital stock of the company or any parent in an amount not to exceed in any fiscal year the greater of:
- (i) 6% per annum of the net cash proceeds received by the company from a public offering of common stock or common equity interests or contributed to the equity of the company or contributed as subordinated shareholder debt to the company; and
- (ii) an amount equal to the greater of (x) 5% of the market capitalisation and (y) 5% IPO market capitalisation provided that the consolidated leverage ratio of the company will not exceed 3x in either case (and provided that if such IPO relates to the shares of any parent, the net dividend proceeds are used to fund a corresponding dividend equal to or greater than the amount on the capital stock of the parent.
- there is a joint ventures or unrestricted subsidiaries basket for investments in a permitted business having an aggregate fair market value not to exceed the greater of (i) €40 million and (ii) 6% non-current assets at any time;
- there is a general basket for investments in any entity having an aggregate fair market value not to exceed the greater of (i) €10 million and (ii) 1.5% of non-current assets;
- any investment by the restricted group in a permitted business entity provided the entity becomes a restricted subsidiary or is merged into the company or a restricted subsidiary;
- investments in hedging obligations;
- an investment basket in connection with a qualified receivables financing;
- receivables or working capital loans or other similar forms of credit owing to the restricted group and advances to suppliers, contractors or builders payable or dischargeable in accordance with reasonable trade terms;
- there is a basket for expenses or advances to cover payroll and other similar expenses, with the latter capped at €2 million in the aggregate outstanding at any time.
Generally, the restricted group is not permitted to grant any liens on its assets or property unless (i) the liens are permitted liens or permitted collateral liens or (ii) in the case of any other debt, the notes are secured on an equal and ratable pari passu basis.
With respect to property constituting collateral (i.e. where there is security already in place), it is possible to take security which is pari passu or junior to the notes using the credit facility and hedging debt baskets. Liens on the collateral can also secure senior secured debt or debt incurred using the purchase money obligations, contribution debt, permitted refinancing or general debt baskets provided that the assets and property securing such debt also secure the notes on a senior or pari passu basis. Senior secured debt which is incurred under the ratio, credit facilities, issue date/note, capitalised lease obligations, contribution debt, permitted refinancing and general debt baskets. Liens on the collateral can also secure some of the permitted liens.
Change of Control
The prospectus explains that in the event of a change of control, the company will have to repurchase the notes at 101% plus any accrued and outstanding interest. The following scenarios will constitute a change of control under the notes:
- the direct or indirect sale of the company or its restricted subsidiaries or substantially all of the assets of such entity;
- the adoption of a plan relating to the liquidation or dissolution of the company;
- a party other than a permitted holder becomes the beneficial owner of more than 50% of the voting power of the company; and
- the shares of the general partner of KME Germany GmbH & Co. KG (KME Germany Bet. GmbH) cease to be owned by Intek Group S.p.A. or any person who is a permitted holder i.e. any sale of KME Germany Bet. GmbH.
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