Dear Mr........
in September 2016, we have made a formal claim for damages against Berndt-Ulrich Scholz, Oliver Scholz and Scholz Holding GmbH. This formal claim was made for all the Scholz bondholders our firm represents, including you. Our group of our clients now consists of more than 100 investors holding about 10 mio. EURO of the a.m. bond. This group is large enough to exercise substantial pressure on Scholz, both the family and their companies.
As already described in our letter dd. June 27th, 2016, we hold that both father and son Scholz as well as Scholz Holding GmbH misrepresented important facts and withheld information in the years 2012 and 2013 in the emission prospectus or in the 8-page flyer used to attract investors. For this misrepresentation, we now hold them accountable. The main accusations against them are:
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How the proceeds of the bond emission were being used: As per page 95 of the emissions prospectus, the proceeds of the bond emission were to be used for „
general refinancing needs“ of Scholz AG. This description was not true. Quite to the contrary, more than half of the proceeds were used to mitigate the consequences of a privately held failed investment by Oliver Scholz in Australia. Oliver Scholz was heavily invested in Australia´s CMA Corporation Limited, a company which was bleeding cash. In Scholz AG´s annual report for the year 2012, the CMA investment was treated as a 100 %-investment by Oliver Scholz. One year later, in Scholz AG´s annual report for the year 2013, CMA suddenly figures as a 100 %-subsidiary of Scholz AG. The same annual report shows that “
it cost 109 Mio. EURO to end Scholz AG´s business relation with CMA”. So the proceeds of the bond emission were used to solve a private problem of Oliver Scholz. What is worse, the money could not be used to help Scholz AG, which was the official reason for emitting the bond in the first place
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Misrepresentation of the real state of the company: When the bond was issued in 2012, Scholz AG was in a much worse shape than the emission prospectus suggested. We can prove signs of a serious crisis dating back to 2009, three years before the bond was brought to market.
oSince 2009, the financing banks were prodding Scholz to sell its „non-core“-units (aluminium, premium steel). Unicredit bank was given a formal mandate to broker a sale of these units. Despite Unicredit´s best efforts, these sales could never be completed since it became clear that there was a huge discrepancy between the book values and the real market values and Scholz´ balance sheet could not bear the necessary value adjustments.
oIn the same year 2009, Scholz started an extremely ill-fated investment in a forge plant in the Czech Republic (Investment “Poldi 2009”) which by Oliver Scholz´ own description “never ran properly” and over the years brought losses of 120 Mio. EURO.
oAlso before the emission of the bond, Scholz had entered into a deeply distressed investment in Croatia (CIOS d.o.o., “Adria Steel”) and was already tied up in expensive litigation concerning this investment. (We have access to court documents). Like the “Poldi” disaster, the problems with “Adria Steel” were not mentioned in the emission prospectus.
oScholz´ banks had already pooled their interests in 2009 – maybe even as early as 2008 – and were buying Scholz´ claims under an „asset backed securities“-scheme – a sure sign that the banks knew about Scholz´ problems and wanted better control. The restructuring company Roland Berger, which has a reputation for rigorous cost cutting, was active within Scholz since 2009. None of these facts is obvious from the emission prospectus.
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No information about serious environmental risks: The emission prospectus fails to inform about two environmental risks that were dramatic even by a scrap metal company´s standards.
oFor once, this is the aluminium hut in Stockach, not far from lake Bodensee, where huge quantities of salt slag were discharged into the river Aach and where generally the quantity of salt slag was 10 times higher than the quantity approved by authorities (effective quantity of salt slag > 200.000 mt, approved quantity 20.000 mt).
oThe same holds true for the metal hut in Neustadt which was a dumping ground after World War II (US Army und private enterprises), with severe soil pollution as a result. The prospectus fails to inform about these problems.
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No information about the failure to adjust balance sheet values: In the years before the emission of the bond, Scholz AG failed to show necessary value adjustments on its balance sheets. In the years 2011 and 2012, that is directly before and during the emission of the bond, only very moderate value adjustments were made (8 Mio. EURO and 12 Mio. EURO). But in the year 2013 – directly after emitting the bond and recapitalizing the company – value adjustments were made in excess of 300 Mio. EURO.
www.wellensiek.de). Wellensiek Rechtsanwälte has asked for an extension of time to answer to our formal claim since they were unable to check everything within a couple of weeks. As it stands, Wellensiek will reply by December 15th, 2016. We have agreed to this extension of time.
We view it as a positive sign that the Scholz side has retained well-known, high-quality counsel. This shows that the Scholz side is taking our claim very seriously. We will revert to you with further news as soon as we have received the statement by Wellensiek Rechtsanwälte.
Dr. Wolfgang Schirp
Rechtsanwalt
