Centrosolar Group AG
Centrosolar Group AG: Bond creditors approve conversion by a large majority
Centrosolar Group AG / Key word(s): Corporate Action 21.05.2013 13:21 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. --------------------------------------------------------------------------- Munich, May 21, 2013. The bond creditors of the EUR 50,000,000 7 % bond 2011/2016 ('Bond' or 'Debentures') of CENTROSOLAR Group AG voted by a large majority in favour of the proposed balance sheet reconstruction concept at today's creditors' meeting. The resolution envisages that all bond creditors transfer their Debentures to a bank acting as settlement agent ('Settlement Agent') for their contribution to CENTROSOLAR Group AG, and in return, after the capital reduction, receive the right to acquire a total of 5,500,000 newly issued shares in the company via the Settlement Agent without further consideration ('Acquisition Right'). This means that if all bond creditors exercise their pro rata Acquisition Right, they will each receive 110 new shares in the company per Debenture with a nominal value of EUR 1,000.00 (plus interest accrued) (110 new shares correspond to 2,750 shares before the capital reduction by a ratio of 25:1, to be approved at tomorrow's Shareholders' Meeting). The resolution of the creditors' meeting is binding for all bond creditors. 34,84 % of the outstanding Debentures were present at the meeting. A quorum was thus reached. 99,18 % of the participating voting rights voted in favour of exchanging all Debentures for the Acquisition Right. Dr Christian Becker, lawyer, was in addition appointed as joint representative of all bond creditors. The implementation of the resolutions passed is subject, among other things, to the approval of the shareholders at the Shareholders' Meeting on May 22, 2013. As well as a capital reduction and the contribution in kind of the bond and a subordinated loan, a capital increase for cash is to be approved. In the event of a positive vote by the Shareholders' Meeting of the company, the measures are to be implemented in the second half of the year. The Bond will remain tradeable on the free market of the Stuttgart Stock Exchange (BondM trading segment) until a few days before the start of the acquisition period for exercising the Acquisition Right (likely to be at the end of the third quarter). The company will disclose the exact dates in a separate announcement and on its website. Bond creditors can in addition register via the company's website to receive information directly. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: 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 over 700 employees in Europe and North America and annual revenue of EUR 189 million (2012) for the continuing operations. Its product range comprises solar integrated systems, modules, inverters and mounting systems. 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 modules at a plant in Wismar (Germany). The module production plant certified to DIN ISO 9001:2008 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 21.05.2013 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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