Centrosolar Group AG
Centrosolar announces key features of balance sheet reconstruction: capital reduction, exchange ratios, rights issue and dates
Centrosolar Group AG / Key word(s): Corporate Action 09.04.2013 16:00 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad hoc announcement acc. to Section 15 of German Securities Trading Act (WpHG) Centrosolar announces key features of balance sheet reconstruction: capital reduction, exchange ratios, rights issue and dates Munich, April 9, 2013 - The Management Board of CENTROSOLAR Group AG has today, with the consent of the Supervisory Board, approved the following measures as the key features of the balance sheet reconstruction announced in February 2013: An Extraordinary Shareholders' Meeting planned for May 22, 2013 will in a first step be asked to approve a reduction in the capital stock of CENTROSOLAR Group AG from currently 20,351,433 shares to 814,057 shares - a ratio of 25:1 - by way of a simplified capital reduction by the merger of shares. A capital increase for contribution in kind is then envisaged, involving the contribution of the 7% debenture 2011/2016 with a total nominal amount of EUR 50 million (ISIN: DE000A1E85T 1) ('bond'), under exclusion of the subscription right of the shareholders. The proposed resolution for the creditors' meeting envisages the exchange of the bond for a right to acquire a total of 5,500,000 ordinary shares in the company to be newly issued, at an exchange ratio of 1:110 with no further consideration. This means that the bond creditors exercising their right of acquisition are to receive 110 new shares in the company for one debenture with a nominal value of EUR 1,000.00. If bond creditors do not exercise their right of acquisition, a bank will then sell the unsubscribed shares in on- or off-exchange trading and pay out the net sales proceeds to those bond creditors by way of a cash settlement. Furthermore, a subordinated loan with a nominal value of EUR 9.5 million is to be paid into the company as a contribution in kind. To that end, the loan creditor is to be permitted to subscribe to 760,000 new shares from a further capital increase for contribution in kind, against contribution of the subordinated loan, under exclusion of the subscription right of the shareholders. Finally, a capital increase for cash with shareholder subscription rights for the issuance of up to 5,000,000 new ordinary shares is envisaged. The shareholders are to be offered a right to acquire additional unsubscribed shares. The subscription price will be determined in due course by the Management Board in consultation with the Supervisory Board. The first creditors' meeting is to take place on May 2, 2013. If less than 50 % of the nominal bond capital is present or represented at that meeting, no quorum will have been reached. In that event a second creditors' meeting will be convened, at which at least 25 % of the bond capital must be present or represented in order to pass the resolutions envisaged. That creditors' meeting will then probably take place on May 21, 2013. Bond creditors may either attend the creditors' meeting in person or be represented by a proxy. The company will shortly be publishing further information for bond creditors and shareholders on its website. About CENTROSOLAR Group AG: The listed company CENTROSOLAR Group AG, Munich, (stock exchange code WKN 514850) is one of the leading suppliers of photovoltaic (PV) systems for roofs and key components, with around 950 employees in Europe and North America and annual revenue of more than EUR 200 million (2012). Its product range comprises solar integrated systems, modules, inverters, mounting systems and solar glass. Over two-thirds of revenue is generated internationally. There are CENTROSOLAR branches such countries as Italy, France, Greece, Switzerland, the Netherlands, the UK, Canada and the USA. CENTROSOLAR manufactures solar glass at plants in Germany and China as well as photovoltaic modules at a production plant in Wismar (Germany). The production lines for the finishing of glass have an annual production capacity of eight million square metres. The module production plant certified to DIN ISO 9001:2008 in Wismar is one of the largest and most efficient such plants in Europe, with an annual capacity of 350 MWp. For further information, visit: www.centrosolar-group.com. For more information, please contact: MetaCom GmbH, Georg Biekehör, tel.: +49 (0)6181 9828030, e-mail: g.biekehoer@go-metacom.de 09.04.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Centrosolar Group AG Walter-Gropius-Str. 15 80807 München Germany Phone: +49 (0)89 20 1800 Fax: +49 (0)89 20 180 555 E-mail: info@centrosolar.com Internet: http://www.centrosolar-group.de ISIN: DE0005148506, DE000A1E85T1, WKN: 514850, A1E85T, Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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