EANS-News: centrotherm photovoltaics AG Reorganization and recapitalization of
centrotherm photovoltaics AG passes decisive hurdle - creditors and shareholders
approve insolvency plan -
centrotherm can maintain leading market position with new ...
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Company Information
Blaubeuren/Ulm (euro adhoc) - 29 January 2013 - centrotherm photovoltaics AG has
now passed the decisive hurdle for the company's reorganization and
recapitalization: at the discussion and voting meeting that was convened today
by the Ulm District Court, creditors and shareholders approved the insolvency
plan that was submitted with a large majority. With the confirmation by the
court and the satisfaction of the final formal conditions, the insolvency
proceedings can soon be terminated.
"With their decision, creditors and shareholders have allowed centrotherm to
successfully complete its reorientation, thereby reopening the way to positive
future prospects. If we implement the plan as envisaged, it will comprise an
equally beneficial result for shareholders, employees and creditors. For
shareholders, millions of euros' worth of value, the stock market listing and
the value enhancement potentials of their shares remain. Creditors stand a good
chance of realizing 100 percent of their receivables, or even more. Last, but
not least, all of the currently approximately 1,000 jobs within the centrotherm
Group can also be maintained," was how Tobias Hoefer, Management Board member
responsible for the insolvency plan and the company's own administration,
summarized the outcome.
Hoefer explained the key contents of the reorganization plan to around 100
creditors and shareholders who attended the voting meeting at the "Haus der
Begegnung" venue in Ulm. This plan entails continuing the company as a listed
stock corporation, and strengthening its capital structure through converting
unsecured creditors' receivables into the company's shares. To this end,
creditors will cede 70 percent of their receivables deemed unconditional and
without restriction to an independent administration company which is at liberty
to dispose of such assets as it sees fit. This administration company will
transfer the ceded receivables to centrotherm photovoltaics, thereby becoming a
shareholder in the debtor. The transferred insolvency receivables will be
cancelled. In other words, centrotherm photovoltaics AG will enjoy a significant
reduction in its debt position. The administration company will acquire shares
in the debtor as consideration for the receivables which have been transferred,
a move which will occur as part of a combined capital reduction and increase.
In the first step, the company's share capital will be reduced by EUR 16,929,904
to EUR 4,232,476 by consolidating the shares in a five to one ratio (capital
write-down). In a directly subsequent step, the share capital will be increased
again to EUR 21,162,380 by way of a non-cash capital increase through
transferring the creditor receivables (debt-to-equity swap).
As a consequence, the administration company will act as a kind of trustee by
holding 80 percent of the shares in centrotherm photovoltaics AG for the
creditors, with the residual 20 percent remaining with existing shareholders.
The administration company is obligated to the insolvency creditors to sell the
shares on the best possible terms, settling their claims from the sale proceeds.
Depending on the sale proceeds achieved, the insolvency creditors will
potentially receive 100 percent or more satisfaction of their original
insolvency receivables.
"Compared with alternative approaches, the insolvency plan offers advantages for
all participants in the proceedings. In any case, no creditor or shareholder
will be worse off than they would be if their assets were to be sold in a normal
procedure," Hoefer emphasized.
The insolvency plan also includes a number of regulations which should ensure
successful implementation as far as possible. These include that the
satisfaction of the insolvency plan is supervised by court-appointed
administrator Prof. Martin Hörmann. The creditor committee will also continue,
monitoring the sale of the shares by the administration company, in particular.
"A settlement of interests as with this plan sets an example of how companies
can be reorganized as intended and supported by legislators with the German Act
Relating to the Further Simplification of the Reorganization of Companies
(ESUG). As a consequence, we have needed only a few months to make a globally
operating and listed group fit again for the future, achieving a fair settlement
of interests in the process," was the assessment of administrator Prof. Martin
Hörmann. "On this scale, it sets a unique precedent in Germany to date."
"This is the result of hard and committed work by management and staff over
recent months since the insolvency protection proceedings were applied for in
July 2012. We have proceeded very successfully with the strategic, structural
and operational reorientation of the centrotherm Group, and better than expected
given an ailing market for photovoltaic products," noted CEO Jan von Schuckmann.
"The company enjoys secure medium-term financing, making it a reliable partner
for both customers and suppliers. We have done our homework in a difficult
sector environment."
The works council, which was established a few days ago with the support of the
Management Board, also ensures the involvement of employees in the "new
centrotherm" in the future. The centrotherm Group's new strategic orientation
includes a concentration on its core business of production technology for
thermal surface processes in the photovoltaic industry, with a focus on solar
cells. As the second pillar, the semiconductors area, which offers a long-term
sales revenue potential of EUR 100 million to EUR 150 million, is to be further
established and expanded. Here, centrotherm already enjoys an established market
position with competitive products.
The Group structure has also been organized on a significantly more streamlined,
cost-effective and efficient basis through concentrating centrotherm
photovoltaics AG's competences at its Blaubeuren site. "We have become more
efficient and powerful in all areas, thereby creating good preconditions for our
fresh start. Our employees' expertise is our most valuable asset," von
Schuckmann notes.
The changes at Management Board level which have already been announced also
become effective with the approval of the insolvency plan at the end of January.
Dr. Dirk Stenkamp, who, as COO of centrotherm photovoltaics AG, has been
responsible to date for the Operations area and the major project in Qatar, will
leave the company to devote himself to new professional challenges. Dr. Peter
Fath and Dr. Thomas Riegler will also step down from centrotherm photovoltaics'
Management Board as of January 31, 2013. Dr. Fath, who has been Chief Technology
Officer to date, will remain attached to the company in another function with
his technology expertise and excellent network of contacts at international
research institutions, and will continue to support and drive ahead with
activities in the MENA region and with contractual negotiations at the
large-scale project in Algeria, among other activities. Dr. Riegler, who has
been centrotherm photovoltaics AG's CFO to date, will continue to act as a
consultant to the company until the successful conclusion of important
restructuring projects such as the preparation of the debt-to-equity swap, the
optimization of internal processes and the SAP rollout.
About centrotherm photovoltaics AG
centrotherm photovoltaics AG, which is based at Blaubeuren, Germany, is a
globally leading technology and equipment provider for the photovoltaics sector.
The company equips well-known solar companies and new sector entrants with
turnkey production lines and single equipment to manufacture silicon, and
crystalline solar cells and modules. As a consequence, the Group possesses a
broad and well-founded technological basis, as well as key equipment at
practically all steps of the photovoltaics value chain. centrotherm
photovoltaics is currently listed in the Prime Standard on the Frankfurt Stock
Exchange, although it will switch to the General Standard of the Regulated
Market as of March 1.
Further inquiry note:
Contact:
Nathalie Albrecht
Manager Public and Investor Relations
Tel: +49 7344 918-6304
E-mail: nathalie.albrecht@centrotherm.de
end of announcement euro adhoc
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company: centrotherm photovoltaics AG
Johannes-Schmid-Str. 8
D-89143 Blaubeuren
phone: +49 (0) 7344 91880
mail: info@centrotherm.de
WWW: http://www.centrotherm.de
sector: Energy
ISIN: DE000A0JMMN2
indexes: Prime All Share, GEX, ÖkoDAX
stockmarkets: free trade: Berlin, München, Hamburg, Düsseldorf, Stuttgart,
regulated dealing/prime standard: Frankfurt
language: English