DGAP-News: Reorganization of centrotherm photovoltaics AG concluded after implementation of capital measures
(firmenpresse) - DGAP-News: centrotherm photovoltaics AG / Key word(s): Corporate
Action
Reorganization of centrotherm photovoltaics AG concluded after
implementation of capital measures
08.08.2013 / 13:33
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Corporate News
Reorganization of centrotherm photovoltaics AG concluded after
implementation of capital measures:
- Equity base strengthened through contribution of creditors' claims
- New shareholder structure with majority shareholder Sol Futura
Verwaltungsgesellschaft
Ulm, August 8, 2013 - With the successful implementation of the capital
measures approved as part of the insolvency plan, the reorganization, and
consequently the recapitalization, of centrotherm photovoltaics has now
been concluded. This was achieved through converting unsecured creditors'
claims into shares in the company. To this end, creditors initially
assigned 70% of their claims, which were determined as unconditional and
without restriction in the insolvency proceedings that have now been
suspended, to Sol Futura Verwaltungsgesellschaft mbH as trustee in mid-May
2013. Following the entry in the commercial register on July 19, 2013 of
the capital reduction and capital increase that were approved in the
insolvency plan, this trust company contributed the claims to centrotherm
photovoltaics AG as part of a non-cash capital increase. These claims have
consequently lapsed, thereby significantly reducing the indebtedness of
centrotherm photovoltaics AG. The remaining 30% of the receivables will be
deferred until the end of 2015 on a non-interest-bearing basis.
Details of the capital measures
The Ulm District Court entered the capital measures and their
implementation in the company's commercial register on July 19, 2013. In a
first step, the share capital of centrotherm photovoltaics AG was reduced
from previously EUR 21,162,382.00 to EUR 4,232,476.00 by retiring two
ordinary shares and consolidating shares in a 5:1 ratio. The company's
share capital, which had been reduced to EUR 4,232,476.00, was then
increased to EUR 21,162,380.00 through issuing 16,929,904 new ordinary
bearer shares with a notional interest in the share capital of EUR 1.00 per
share against non-cash capital contributions under exclusion of
shareholders' subscription rights. The 16,929,904 new shares are
dividend-entitled from January 1, 2013, and were subscribed for, and
transferred to, Sol Futura Verwaltungsgesellschaft mbH, Ulm. This
administration company is obligated to sell the shares as best possible by
December 31, 2015, although at the latest by December 31, 2017, and to
satisfy the insolvency creditors' claims from the disposal proceeds.
The technical implementation of the capital measures and the conversion of
the shares are concluded as of the end of August 8, 2013. The new bearer
shares that are held by the previous shareholders are traded on the
Regulated Market of the Frankfurt Stock Exchange and on other regional
stock exchanges such as Stuttgart under the following securities codes:
German Securities Identification Number / WKN: A1TNMM; ISIN: DE000A1TNMM9.
For the time being, no plans exist to admit to the Regulated Market and to
list the shares from the non-cash capital increase. Sol Futura
Verwaltungsgesellschaft holds these shares under the following securities
codes: WKN A1TNMN; ISIN: DE000A1TNMN7. Until further notice, the shares
held by Sol Futura Verwaltungsgesellschaft will not be admitted to stock
market trading since they comprise an interest that serves to maintain a
controlling influence over the company. To this extent, the company is
utilizing the regulation contained in Section 7 (1) Clause 2 in combination
with Section 69 (1) Clause 2 of the German Stock Market Listing Directive
(BörsZulV).
New shareholder structure
Due to the entry of the capital measures and their implementation in the
commercial register, centrotherm photovoltaics AG has had a new shareholder
structure since July 19, 2013. Sol Futura Verwaltungsgesellschaft holds
16,929,904 shares in the company (corresponding to 80% of the share capital
and voting rights). As a result of the reduction of the share capital, the
interest of the previous majority shareholder TCH GmbH has reduced from 50%
to 10% (2,116,238 shares). The remaining 10% of the shares in centrotherm
photovoltaics AG comprise the free float.
Financial calendar 2013
Due to the fact that the insolvency proceedings were suspended only a few
weeks ago, centrotherm has been unable to date to prepare or publish any
financial reports for the periods following March 31, 2012. The company
will comply with its financial reporting duties pursuant to the German
Securities Trading Act, and publish these reports accordingly. The
publication of the first reports is scheduled for the end of October 2013.
The Shareholders' General Meeting of centrotherm photovoltaics AG will be
held prospectively in mid-December 2013.
About centrotherm photovoltaics AG
centrotherm has been developing and realizing innovative thermal solutions
for over 50 years. As a leading and globally operating technology group, we
offer production solutions for the photovoltaic, semiconductor and
microelectronic industries.
The continuous further development of our successful solutions in thermal
processing and coating, such as for manufacturing crystalline solar cells
and power semiconductors, form the basis for our successful partnerships
with industry, research and development.
Our customers worldwide appreciate our production systems' process
stability, scalability and availability in mass production. Above and
beyond this, our work is distinguished by the fact that we create
individual high-end process technology solutions tailored to customer
requirements, and the fact that we excel in plant construction and system
building.
We jointly confront the daily challenges of setting new trends, maximizing
the efficiency of the production of solar cells and semiconductors, for
example, and securing investments. In this context, the fact that our
equipment and machines guarantee extended service lives also plays a key
role.
In this way, we generate valuable competitive advantages for our customers
through targeted process and production solution innovations.
Worldwide, some 900 members of centrotherm staff are committed to advancing
leading edge, high-tech solutions for key markets.
centrotherm photovoltaics AG
Johannes-Schmid-Str. 8
89143 Blaubeuren
Internet: www.centrotherm.de
WKN A0JMMN / ISIN DE000A0JMMN2 (previous listed bearer shares)
WKN A1TNMM / ISIN DE000A1TNMM9 (converted listed bearer shares)
WKN A1TNMN / ISIN DE000A1TNMN7 (unlisted bearer shares from non-cash
capital increase)
Listing: Regulated Market/General Standard, Frankfurt Stock Exchange
Corporate domicile: Germany
Contact:
Nathalie Albrecht
Manager Public and Investor Relations
Phone: +49 7344 918 6304
E-mail: investor(at)centrotherm.de
End of Corporate News
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08.08.2013 Dissemination of a Corporate News, transmitted by DGAP - a
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The issuer is solely responsible for the content of this announcement.
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Language:English
Company: centrotherm photovoltaics AG
Johannes-Schmid-Strasse 8
89143 Blaubeuren
Germany
Phone: +49 7344 918-0
Fax: +49 7344 918-8388
E-mail: info(at)centrotherm.de
Internet: www.centrotherm.de
ISIN: DE000A1TNMM9
WKN: A1TNMM
Listed: Regulierter Markt in Frankfurt (General Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
München, Stuttgart
End of News DGAP News-Service
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