DGAP-Adhoc: Leclanché SA: Shareholders Approve All Board Proposals at Extraordinary General Meeting
Leclanché SA / Key word(s): AGM/EGM
26.08.2013 13:18
Release of an ad hoc announcement pursuant to Art. 53 KR
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Press Release
Leclanché Shareholders Approve All Board Proposals at Extraordinary General
Meeting
- Shareholders approve all the resolutions relating to the CHF17 million
medium term financing of the company announced recently in connection
with the restructuring and turnaround of the company
- Election of two new board members
- With its funding secured, Leclanché will now be able to proceed with
the execution of its turnaround plan
Yverdon-les-Bains, Switzerland, 26 August 2013 - Leclanché S.A. (SIX Swiss
Exchange: LECN), specializing in the production of large-format lithium-ion
cells and energy storage solutions, announced today that its shareholders
approved all the proposals of the Board of Directors at its 2013
extraordinary general meeting held today in Yverdon-les-Bains. Shareholders
approved all the resolutions relating to the CHF17 million financing of the
company announced recently in connection with the restructuring and
turnaround of the company. Shareholders also approved the election of, two
new board members nominated by Precept, Jim Atack and Bryan Urban for a
period of three years.
'We sincerely thank our shareholders for approving all proposed
resolutions, as this means that the funding of the company is now secured,'
commented the Interim Chairman of the board Stefan A. Müller. 'This marks a
new beginning for Leclanché - with this funding we can now proceed with the
execution of our turnaround plan and position the company to take advantage
of the upcoming market opportunities.'
Mr Muller added: 'The speed issue at our production plant has been
identified, corrected and successfully tested. The solution is now in the
validation phase and is expected to be resolved by the end of 2013. The
launch dates for our stationary products have already been communicated -
first Quarter, 2014 for the home storage system and H1 2014 for the
industrial storage system. With a successful product launch and continued
execution of our turnaround plan our target is to achieve a break even at
the EBITDA level by 2015. The company's goal is to be among the first
movers in Europe in the stationary storage market - home and industrial -
provided it successfully launches its stationary products in 2014 and
pursues its product road map.'
The Board will shortly proceed to implement the capital Increase and file
the necessary registrations in the commercial register.
Summary of the approved resolutions
Shareholders of Leclanché S.A. approved:
- the cancellation of all resolutions adopted at the annual general
meeting of 10 April 2013 with retroactive effect under agenda item 6
(i.e., sub-items 6.1-6.7), except for the opting up provision approved
under sub-item 6.17.
- 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
- 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
- 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
- the creation of conditional share capital and authorized share capital
in the maximum amount of CHF 12,457,433.67 and CHF 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 and allow for the issue of warrants to Talisman
Infrastructure International Ltd., or other advisers or agents of the
Company
- the election of Mr. Bryan Urban and Mr. Jim Atack to the Board of
Directors, each for a term of three years
- The consequential amendments to the Articles of Association:
Bruellan and Precept as new core shareholders
The approval of shareholders at today's extraordinary general meeting will
in particular allow Precept Fund Segregated Portfolio ('Precept') to
convert the initial draw down of CHF 4,700,000 under its facility and
Bruellan Corporate Action Governance Fund ('Bruellan') to convert its EUR
5,000,000 Loan into shares of Leclanché SA. Upon conversion of their loans,
Precept and Bruellan will respectively own 23.5% and 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 support its turnaround, which presently targets a break-even at
EBITDA level by 2015, subject to a successful launch of its stationary
products and the continued implementation of the turnaround plan. If
Precept were to convert all of the Convertible Loan at maturity, it would
hold 54.3% and at that point, Bruellan would hold 20.6% of the issued share
capital of the Company
On July 9, 2013, Leclanché announced it had it signed a Senior Secured
Convertible Loan Agreement for CHF17 million ('Loan Agreement') maturing in
June 2016 from Precept Fund Management SPC on behalf of Precept Fund
Segregated Portfolio ('Precept' or 'Lender'). This financing was secured
after a long and difficult fund raising effort.
Both Bruellan and Precept received on August 14, 2013, an exemption from
the Swiss takeover board to make a mandatory public tender offer pursuant
to article 32 of the Federal Act on Stock Exchanges and Securities Trading.
This exemption was granted in connection with the Restructuring Plan of
Leclanché.
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.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.
26.08.2013 News transmitted by EQS Schweiz AG.
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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: SIX
End of Announcement EQS Group News-Service
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