DGAP-Adhoc: Leclanché: agenda for the upcoming Annual General Meeting of Shareholders
13.03.2014 – 07:27
Leclanché SA / Key word(s): AGM/EGM 13.03.2014 07:21 Release of an ad hoc announcement pursuant to Art. 53 KR --------------------------------------------------------------------------- Press Release Leclanché: agenda for the upcoming Annual General Meeting of Shareholders - Annual General Meeting to be held on April 3, 2014 in Yverdon-les-Bains Yverdon-les-Bains, Switzerland, March 13, 2014 - Leclanché S.A. (SIX Swiss Exchange: LECN), specialized in the production of large-format lithium-ion cells and energy storage solutions, today publishes the invitation to its Annual General Meeting of shareholders, which will be held April 3, 2014 at 11:00 a.m. (doors open at 10.30 a.m.), at Y-PARC, Rue Galilée 15, CH-1400 Yverdon-les-Bains. Apart from the annual customary resolutions, including the approval of the annual report and statutory financial statements, and the capital reduction/increase (see below), shareholders will be asked to vote on the following agenda items required by the revised Swiss corporate law (Ordinance against Excessive Compensation with respect to Listed Stock Corporations): re-elections to the Board of Directors (Messrs Jim Atack, Stefan A. Müller, Antoine Spillmann and Bryan Urban), election of the Chairman of the Board (Mr Jim Atack), elections to the Remuneration Committee (Messrs Jim Atack, Stefan A. Müller and Bryan Urban) and election of the Independent Proxy. In addition, the company announces that Mr Armin Weiland has decided not to stand for re-election as Member of the Board of Leclanché SA. Mr Atack, Chairman of the Board of Directors said: "We would like to thank Mr Armin Weiland for his valuable support as Board member of Leclanché during the last eight years and especially during the financial restructuring phase of the company. We wish him great success in his other projects and in all future endeavors." In the previous press release of March 5, 2014 Leclanché announced that it is currently taking all preparatory steps to enable the full conversion of the remaining outstanding convertible loan granted by Precept Fund Management SPC on behalf of Precept fund Segregated Portfolio ("Precept") into ordinary shares of the Company. In connection with the potential conversion of the convertible loan and to bring the nominal value of the shares in line with the conversion price under the convertible loan, the Board of Directors proposes shareholders to approve the following resolutions: (i) a reduction of the share capital of the company of CHF 8,158,607.87 by way of par value reduction from currently CHF 2.11 to CHF 1.50 per share; in addition, the Board of Directors proposes to amend Article 3 quarter and Article 3 quinquies of the Articles of Association so that the Company will be able to source any convertible loan that Precept may grant to the Company in the future (if any) out of the authorized capital (Article 3 quarter) or the conditional capital (Article 3 quinquies); and (ii) an ordinary capital increase of up to CHF 12,902,299.50* through the issuance of up to 8,601,533* new registered shares with a nominal value of CHF 1.50 for the conversion of the Precept loan; the pre-emptive rights are withdrawn in favour of Precept. The Board of Directors reserves the right to withdraw and/or modify the proposals relating to the capital reduction and capital increase (above, i and ii) if the conversion of the loan granted by Precept into shares of the Company will take place before the Annual General Meeting. * On or before the date of the Annual General Meeting of shareholders, the Board of Directors will publish the exact nominal amount by which the share capital shall be increased (such amount will at least be equal to CHF 8,158,607.87) and the exact number of new shares to be issued and the shareholders are invited to resolve accordingly. Documentation Shareholders registered with voting rights in the share register of the Company as of 28 March 2014 will be authorised to participate and vote at the Annual General Meeting. The agenda concerning the Annual General Meeting can be downloaded at the Company's web site: http://www.leclanche.eu/img/140403_Leclanche_AGM_agenda.pdf About Leclanché Leclanché's strategy is to become one of the leading lithium-ion cell producers and solution providers for energy storage systems in Europe. Its strategic priorities are to develop and market energy storage products for home, industrial markets and grid applications and to grow its existing businesses of developing portable energy storage systems for military, medical and industrial applications. It also includes providing a range of professional energy storage systems to a diversified customer base. 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 more than 100 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.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. 13.03.2014 News transmitted by EQS Schweiz AG. The issuer is responsible for the contents of the release. EquityStory publishes regulatory releases, media releases on the capital market and press releases. The EquityStory Group distributes authentic and real-time financial news for over 1'300 listed companies. The Swiss news archive can be found at www.equitystory.ch/news --------------------------------------------------------------------------- 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: SIX End of Announcement EQS Group News-Service ---------------------------------------------------------------------------