DGAP-News: Leclanché: agenda for the upcoming Extraordinary General Shareholders Meeting
EQS Group-News: Leclanché SA / Key word(s): AGM/EGM
Leclanché: agenda for the upcoming Extraordinary General Shareholders
Meeting
02.08.2013 / 07:06
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Leclanché: agenda for the upcoming Extraordinary General Shareholders
Meeting
- Extraordinary shareholders meeting to be held on 26 August 2013 in
Yverdon-les-Bains
- Shareholders will be asked to approve a number of resolutions in
connection with the recently announced medium term financing of the
company and its restructuring
- Election of two new board members
Yverdon-les-Bains, Switzerland, 2 August 2013 - Leclanché S.A. (SIX Swiss
Exchange: LECN), specialized in the production of large-format lithium-ion
cells and energy storage solutions, published today the agenda of its
extraordinary general meeting of shareholders, which will take place on 26
August 2013 in Yverdon-les-Bains at 11h00. Linked with the recently
announced CHF17 million medium term financing of the company, the agenda
sets out a number of resolutions in the context of the restructuring and
turnaround of the company.
The board of directors proposes to cancel (except for the opting-up
provision approved under sub-item 6.17) all resolutions adopted under
agenda item 6 (i.e., sub-items 6.1-6.7) at the annual general meeting of 10
April 2013 with retroactive effect. These resolutions were proposed on the
basis of granting the Company as much flexibility as possible to find new
investors in a private placement of shares. They did however not result in
any meaningful options to the Company at this time.
The board of directors is of the view that the rearranged restructuring
concept with Precept Fund Management SPC on behalf of Precept Fund
Segregated Portfolio ( 'Precept') and Bruellan Corporate Action Governance
Fund ('Bruellan Fund') provides the only viable funding option available to
the Company. Given the current situation of the Company and the fact that
Precept has indicated its strong interest to further develop Leclanché as a
listed company, the board of directors has come to the conclusion that the
rearranged restructuring concept with Precept and Bruellan Fund as core
shareholders is from an operational and financial point of view in the
interest of the Company and its constituents and will form the basis for a
successful future of the Company.
The board of directors believes that the restructuring measures it proposes
are urgently needed in order to maintain the financing of the Company and
to successfully perform its financial restructuring. It is a condition to
Precept's Convertible Loan that all the proposals of the board of directors
under agenda items 1-7 be approved. The Company has already drawn an
initial amount of CHF 4,700,000 under the Convertible Loan. Precept has
agreed to convert this initial amount (including accumulated interest) into
shares of the Company after the extraordinary general meeting. If a
proposal is rejected Precept is entitled to terminate and to demand
repayment of the Convertible Loan.
Accordingly, the board of directors proposes shareholders to approve as
well the following resolutions :
(i) a reduction of the share capital of the company of CHF 16,271,119.05
by way of par value reduction from currently CHF 5 to CHF2.11 per share
(ii) an ordinary capital increase (tranche A) of CHF 9,710,720.07 through
the issuance of 4,602,237 new registered shares with a nominal value of
CHF 2.11 in favor of Bruellan in connection with the conversion of the
Bruellan loan
(iii) an ordinary capital increase (tranche B) of CHF 6,630,432.35 through
the issuance of 3,142,385 new registered shares with a nominal value of
CHF 2.11 to Precept in connection with the conversion of the First Draw
Down
(iv) the creation of conditional share capital and authorized share capital
in the maximum amount of CHF 12, 457, 433.67 and 14,075,360.57,
respectively, in order to enable the Company to issue new shares if and
to the extent Precept makes further conversions under the Loan
Agreement
(v) an opting out provision which exempts an acquirer of shares to make a
mandatory public tender offer pursuant to article 32 of the Federal
Act on Stock Exchanges and Securities Trading
(vi) the election of Mr. Bryan Urban and Mr. Jim Atack to the Board of
Directors, each for a term of three years (see biography below).
Bruellan and Precept as new core shareholders
Bruellan Fund has communicated to the Company that it has agreed to the
conversion of its loan into equity in order to support the restructuring
process of the Company and not for the purpose of exercising control over
the Company. Upon conversion of its EUR 5,000,000 Original Loan (including
accumulated interest and fee), Bruellan Fund (which is currently not a
shareholder of the Company) is expected to own 34.4% of the issued share
capital of the Company.
Precept's current intention with regard to the Company is to be an anchor
investor to foster its successful turnaround, which presently targets a
break-even at EBITDA level by 2015. It has signed the agreement regarding
the Convertible Loan with the Company to provide the funding necessary to
support this and currently intends to convert the entire Convertible Loan
into shares as soon as practically possible, thereby becoming the major
shareholder of the Company and ensuring continuity and stability in the
Company's shareholder and financial base during the turnaround process.
Following the successful completion of the turnaround, although it is
Precept's present intention to remain a long term shareholder of the
Company to ensure stability, Precept will consider all possible options
including remaining the major shareholder of the Company, reducing its
participation in the Company gradually over time, or disposing of its
entire participation in the Company.
Upon conversion of the initial CHF 4,700,000 drawn by the Company under the
Convertible Loan (including accumulated interest), Precept (which is
currently not a shareholder of the Company) is expected to own 23.5% of the
issued share capital of the Company. If Precept were to convert the entire
Convertible Loan (together with accumulated interest and fee) at its final
maturity date (end of June 2016 provided it is not extended) and assuming
the loan were fully drawn down at inception, it would hold 54.3% of the
issued share capital of the Company. At that time, assuming Bruellan Fund's
shareholding remained constant, Bruellan Fund would then hold 20.6% of the
issued share capital of the Company.
On July 19, 2013, Bruellan Fund and Precept each submitted a request to the
Swiss takeover board that an exemption is granted to them in connection
with the Restructuring Plan. Depending on the outcome of the decision of
the Swiss takeover board the board of directors of the Company reserves the
right to withdraw the proposed introduction of an opting-out clause (if
decision is rendered prior to the extraordinary general meeting) or to
propose to a subsequent general meeting to remove the opting-out clause
adopted by this extraordinary general meeting (if decision is rendered
after the extraordinary general meeting).
Election of two new board members
The board of directors proposes the election of two representatives of
Precept as new board members, Bryan Urban and Jim Atack.
Bryan Urban, US citizen, was born in 1964. He has over 20 years of energy
development, finance and operational experience covering a broad array
power generation and energy infrastructure assets in the Americas and
Asia/Pacific. Mr. Urban is also the Managing Partner at Silveron Capital
Partners (he founded in 2006) where he heads up a boutique investment
banking and advisory team specializing in financing and M&A transactions
for power and alternative energy companies. Mr. Urban's energy finance
experience covers a broad array of deal structures and capital sources in
both debt and equity. He has many years of hands-on development and
operational experience as the CFO of Panda Energy International, an
independent power company active throughout the world. Early in his career
Mr. Urban spent five years with Arthur Andersen where he was involved with
both audit engagements and M&A transactions. He is a CPA and earned a
Bachelor of Science from Indiana University.
Jim Atack, British citizen, was born in 1950. He recently retired as
director of strategic development of Petrofac Plc., a UK international oil
services company. For six years, up to August 2006, he was the managing
director of the Petrofac Facilities Management subsidiary, worldwide,
establishing it as the sole Service Operator of North Sea platforms and
terminals. He was also engaged in the successful rehabilitation of the
Ramform Banff FPSO. Mr. Atack's prior experience spans some seventeen years
of oil and gas field production and development projects with BP in the
North Sea, Onshore UK, and Alaska. He has a long history throughout his
career of troubleshooting and optimizing operational aspects of production
facilities, and developing workable strategies to successfully implement
optimization plans. Mr. Atack holds degrees in Civil Engineering
(Loughborough University of Technology, B.Sc Hons.) and Offshore Structures
(Massachusetts Institute of Technology, M.Sc).
Documentation
Shareholders registered with voting rights in the share register of the
Company as of 22 August, 2013 will be authorised to participate and vote at
the shareholders' meeting.
The agenda concerning the extraordinary annual general meeting of
Shareholders can be downloaded at the Company's web site:
http://www.leclanche.eu/img/EGM_Agenda_Leclanche_ENG.pdf
About Leclanché
Leclanché's strategy is to become one of the leading lithium-ion cell
producers and solution providers for renewable energy storage systems in
Europe. Its strategic priorities are stationary home electrical energy
storage applications and expansion into the stationary industrial and grid
electricity storage markets. Through participation in research consortia
focusing on hybrid and E-mobility applications, Leclanché is positioned to
take advantage of new market opportunities.
Through a unique, patented ceramic separator technology and focus on
lithium-titanate technology, Leclanché manufactures large-format
lithium-ion cells, optimized for safety and cycle-life, in a fully
automated production process. The newly installed production line will have
an annual capacity of one million cells or 76 MWh.
Leclanché was founded in 1909 in Yverdon-les-Bains. Through the integration
of a spin-off from the Fraunhofer-Gesellschaft in 2006, the company evolved
from a traditional battery manufacturer to become a leading developer and
manufacturer of lithium-ion cells in Europe. Leclanché currently employs
120 staff and is listed on the SIX Swiss Exchange (LECN). The company has
its headquarters in Yverdon-les-Bains (Switzerland) and production
facilities in Willstätt (Germany).
www.leclanche.eu
Media contact:
Christophe Lamps, Dynamics Group S.A.: Telephone: +41 79 476 26 87,
cla@dynamicsgroup.chcla@dynamicsgroup.ch
Disclaimer
This press release contains certain forward-looking statements relating to
Leclanché's business, which can be identified by terminology such as
'strategic', 'proposes', 'to introduce', 'will', 'planned', 'expected',
'commitment', 'expects', 'set', 'preparing', 'plans', 'estimates', 'aims',
'would', 'potential', 'awaiting', 'estimated', 'proposal', or similar
expressions, or by expressed or implied discussions regarding the ramp up
of Leclanché's production capacity, potential applications for existing
products, or regarding potential future revenues from any such products, or
potential future sales or earnings of Leclanché or any of its business
units. You should not place undue reliance on these statements. Such
forward-looking statements reflect the current views of Leclanché regarding
future events, and involve known and unknown risks, uncertainties and other
factors that may cause actual results to be materially different from any
future results, performance or achievements expressed or implied by such
statements. There can be no guarantee that Leclanché's products will
achieve any particular revenue levels. Nor can there be any guarantee that
Leclanché, or any of the business units, will achieve any particular
financial results.
End of Corporate News
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02.08.2013 This Corporate News was distributed by EQS Schweiz AG.
www.eqs.com - news archive: http://switzerland.eqs.com/de/News
The issuer is responsible for the contents of the release.
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Language: English
Company: Leclanché SA
Av. des Sports 42
1400 Yverdon-les-Bains
Switzerland
Phone: +41 (24) 424 65-00
Fax: +41 (24) 424 65-20
E-mail: investors@leclanche.com
Internet: www.leclanche.com
ISIN: CH0110303119, CH0016271550
Valor: A1CUUB, 812950
Listed: Foreign Exchange(s) SIX
End of News EQS Group News-Service
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