DGAP-Adhoc: Leclanché SA secures CHF 21 million medium term financing - a decisive step forward
EQS Group-Ad-hoc: Leclanché SA / Key word(s): Financing
Leclanché SA secures CHF 21 million medium term financing - a decisive
step forward
08.12.2014 / 07:27
Release of an ad hoc announcement pursuant to Art. 53 KR.
The issuer is solely responsible for the content of this announcement.
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Leclanché SA secures CHF 21 million medium term financing - a
decisive step forward
- Sufficient Liquidity to implement the 2015 operating and growth plan
- New Organization in line with the Growth Plan presented in the 2014
Half-year announcement
- Financing is linked to an exemption from the Swiss Takeover Board
- Extraordinary Shareholders meeting to be held on 5th January 2015
Yverdon-les-Bains, Switzerland, 8 December, 2014 - Leclanché S.A. (SIX
Swiss Exchange : LECN), which specializes in the production of large-format
lithium ion cells and energy storage solutions, announces today that it has
entered into CHF 21 million credit facility ("Credit Facility") maturing on
June 30, 2016 with Recharge ApS in Denmark ("Recharge" or "Lender").
Leclanché believes that this financing will provide it with the necessary
working capital to implement its 2015 Operating Plan, and until the Company
reaches steady-state cashflow breakeven. Assuming successful implementation
of the 2015 Operating Plan, Leclanché believes it can achieve this
objective by the end of 2015. In addition, this facility can be used for
funding the company's 2015 Growth Plan that includes the expansion
investment, together with the associated working capital required, for such
growth initiatives.
Commenting on the successful closing of this medium term financing, Mr. Jim
Atack, Chairman of Leclanché said: "We are delighted that the Company has
secured this CHF 21million medium term financing. It provides the Company
with sufficient liquidity to fund its working capital needs and its first
phase of growth capital requirements, as per our communication in the 2014
Half-year announcement on September 4th, 2014. I wish to thank all our
shareholders who have supported us during this period, in particular
Precept Fund for their valuable investment in July 2013, which helped
launch the turnaround plan of the Company, and Bruellan, for their
continued commitment to our business. Under the leadership of our CEO, Anil
Srivastava and the management team, we can now look forward with confidence
to reach our objective of making Leclanché one of the leading players in
the energy storage market."
The Recharge ApS Loan
The Loan has two parts.
Facility A: in the amount of CHF 13,000,000, is to fund the 2015 Operating
Plan and in particular to provide working capital funding throughout the
course of 2015 as the Company moves towards steady-state cashflow breakeven
(meaning EBITDA breakeven adjusted to exclude the effects of any non-cash
charges and the negative effects of any activities which are separately
funded under the 2015 Growth Plan). Facility A bears an interest rate of
12% per annum payable at maturity. Drawdowns under Facility A are subject
to a number of conditions, including approval of the agenda items as
proposed by the Board of Directors to an upcoming extraordinary general
meeting and confirmation by the Swiss Takeover Board that neither Recharge
nor Precept or Bruellan Corporate Governance Action Fund are subject to an
obligation to submit a mandatory tender offer. The Board of Directors
unanimously supports the exemption request as this financing is considered
the best possible funding option for all stakeholders within the time
available.
Facility A is convertible into ordinary shares of the Company at the option
of Recharge. The conversion price is the lower of the following: (i) CHF
2.20 (if conversion occurs before October 1, 2015: CHF 1.90), (ii) 85% of
the 15-day volume-weighted average price of the Shares, or (iii) the
subscription price at which existing shareholders of Leclanché may
subscribe for new Shares in any future rights offering.
Facility B: in the amount of CHF 8,000,000 is to fund the first phase of
the 2015 Growth Plan, which is considered an integral part of the strategy
to deliver a path to sustained profitability and considerable market share
gain. Facility B drawdowns will be made available on a case-by-case basis
for specific growth objectives upon Business Case approval by Recharge
within the 2015 Growth Plan. Facility B is convertible into ordinary shares
of the Company at the option of Recharge. The conversion price is the lower
of the following: (i) CHF 3.00 (if conversion occurs before 30th September,
2015: CHF 2.50), (ii) 85% of the 15-day volume-weighted average price of
the Shares, or (iii) the subscription price at which existing shareholders
of Leclanché may subscribe for new Shares in any future rights offering.
Should there be an overall shortfall of the company's cashflow compared to
its forecast, Recharge has the right to request that the Company conducts a
capital increase in order to raise further capital and to be protected
against such shortfalls.
On any amount drawn under Facility A or Facility B, there is an
establishment fee of 5% payable at maturity or full conversion. In
addition, there is an arrangement fee payable to Recharge for the Facility
as a whole in the amount of CHF 325'000.
The Company further announced that Recharge has agreed to purchase the
Oakridge Global Energy Solutions, Inc. Convertible Loan. At closing,
Recharge will convert such proportion of this as will give them a
shareholding of 9.99%.
In order to bridge the Company's short term liquidity needs until the first
drawdown under the Facility A, Bruellan Corporate Governance Action Fund
and Universal Holdings Investors Ltd have provided Leclanché with loans in
the amount of CHF 1,000,000 and CHF 2,000,000, respectively.
Extraordinary Shareholders meeting to be held on 5th January 2015
The Company will invite shareholders to an extraordinary general meeting to
be held on 5th Jan 2015. At the extraordinary general meeting shareholders
will be asked to approve (i) the creation of conditional capital for
convertible loans and bonds in the maximum amount of up to CHF 11,985,900
consisting of up to 7,990,600 registered shares of CHF 1.50 nominal value
each (ii) the increase of the conditional capital reserved for employee
participation purposes up to a maximum amount of CHF 4,500,000, consisting
of up to 3,000,000 registered shares at CHF 1.50 nominal value each, (iii)
the creation of authorized share capital up to a maximum amount of CHF
16,485,900 by issuing a maximum of 10,990,600 fully paid up registered
shares with a nominal value of CHF 1.50 each with the ability to exclude
preemptive rights in favor of Recharge or other financing providers, (iv)
the election of Scott Campbell Macaw and Robert Aron Robertsson to the
Board of Directors, and (v) an ordinary capital increase up to the maximum
amount of CHF 4,500,000, consisting of up to 3,000,000 registered shares of
CHF 1.50 nominal value each. The proposals under the agenda items (i),
(iii) and (iv) are interdependent in the sense that they may only
collectively be either approved or rejected.
Based on the fixed conversion prices for Facility A and Facility B and
assuming full conversion at maturity of the Recharge Facility (i.e.
principal, interest and fees), together with full conversion of the
Oakridge Global Energy Solutions, Inc.' Facility, Recharge would have a
shareholding in the company of 39%, whilst the participation of Precept
would be reduced to 33%.
The invitation with the respective agenda items and proposals will be
published in due course.
Commenting on the successful closing of this medium term financing, Scott
Macaw and Robert Robertsson, Directors of Recharge ApS, said: "This
financing increases Leclanché team's motivation and focus to deliver its
state-of-the-art Battery Energy Storage Systems to customers worldwide. It
is also certainly reassuring for Leclanché' customers, trading partners and
suppliers to know that the future of Leclanché is secured and that the
company is a partner they can rely on. We look forward to supporting the
Company in its mission to deliver sustainable profitable growth. We believe
in the company and look forward to participating in its exciting future
prospects."
The 2015 Operating Plan sets out the strategy, key objectives and actions
to complete the turnaround plan commenced already in 2013 to deliver a path
to sustained profitability, and incorporates the 2015 Growth Plan, which
positions the Company as a complete Battery Systems Provider with the
ability to address the full spectrum of power-intensive and high
energy-density applications. For this purpose, the 2015 Growth Plan
requires: (a) the acquisition or licensing of Battery Module designs and
best-in-class Battery Management Systems software, widely known as BMS (b)
the addition of high energy-density lithium-ion chemistries such as LFP or
graphite/NMC, coupled with the Company's Titanate chemistry to address
power-intensive applications, (c) the provision of packaged Energy Storage
Solutions for electricity markets, focused on Diesel-coupled systems,
PV-coupled systems and Grid-coupled ancillary services, and (d) the
provision of packaged solutions for Electrified Transport and Industrial
Machinery sectors, such as buses, marine systems and materials handling
equipment.
New Organization
Anil Srivastava, CEO, added: "This funding puts the Company on a solid
footing to swiftly implement the 2015 Operating and Growth Plans in line
with the above-mentioned strategy. We are determined to establish Leclanché
as a profitable market leader. We have been preparing the Organization over
the course of last few months and as a result of that, effective from Jan
2015, the Company shall be organized around three Business Units (BU)":
Stationary Storage Systems BU will deliver Storage solutions coupled with
Distributed Power Generation like PV Solar/ Wind/ Diesel Gensets and Grid
Ancillary Services.
Specialty Battery Systems BU will combine current Portable and Distribution
businesses to bring even greater focus to deliver Customized Battery
Systems to its Customers.
Mobile Storage Systems BU will deliver Storage solutions for mass transport
networks like hybrid/ full electric fleet of Bus/ Trams/ Trains/ Ferries;
and Industrial Machineries like Automated Guided Vehicles (AGVs) etc.
"I am pleased to announce that Mr. Martti Ukkonen has joined the Company as
an Executive Vice President to lead its newly formed Mobile Storage Systems
Business Unit. Martti brings a rich experience in this sector, which
includes his leadership role in European Batteries OY as its CFO and he is
a member of the Company's Executive Committee," concluded M. Srivastava.
About Leclanché
Leclanché's strategy is to become one of the leading lithium-ion cell
producers and solution providers for energy storage systems. Its strategic
priorities are to develop and market energy storage products for home,
industrial markets, grid applications, mass-transport markets and to grow
its existing businesses of developing portable energy storage systems for
military, medical and industrial applications.
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.
End of ad hoc announcement
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08.12.2014 News transmitted by EQS Schweiz AG. www.eqs.com - news
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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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