Ad-hoc | 20 March 2013 07:00
Leclanché SA / Key word(s): AGM/EGM
20.03.2013 07:00
Release of an ad hoc announcement pursuant to Art. 53 KR
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Press Release
Leclanché: agenda for the upcoming Annual Shareholders Meeting
- Ordinary shareholders meeting to be held on 10 April 2013 in
Yverdon-les-Bains
- Shareholders will be asked to approve a number of resolutions in
connection with the financial restructuring of the company
Yverdon-les-Bains, Switzerland, 20 March 2013 - Leclanché S.A. (SIX Swiss
Exchange: LECN), specialized in the production of large-format lithium-ion
cells and energy storage solutions, published today the agenda of its
annual general meeting of shareholders, which will take place on 10 April
2013 in Yverdon-les-Bains at 11h00. Apart from the annual customary
resolutions, including the approval of the annual report and statutory
financial statements, the agenda sets out a number of detailed alternative
resolutions dealing with the financial restructuring that the company is
pursuing. The board of directors is fully engaged in seeking to secure an
investment by strategic or financial investors and continues to explore a
number of alternative funding solutions. No definitive solution has been
secured at this time.
On or prior to the date of the annual meeting, the board of directors will
decide which one of the three following funding options it will ask
shareholders to approve, based on the prevailing facts and circumstances,
as well as on the feedback obtained from potential investors.
Three alternative funding options
Under Alternative 1, the board of directors proposes to the annual general
meeting to resolve a par value reduction of the share capital combined with
an immediate increase of the share capital in three tranches. The board of
directors believes that such a reduction of the par value will provide
additional flexibility with respect to the pricing of any such issue.
Alternative 1 contemplates the issue of capital in three separate tranches
(A, B and C), to allow for capital to be raised through a share issue with
pre-emption rights preserved for existing shareholders, a private placement
reserved for new investors and for the potential conversion of the loan
that was granted to Leclanché GmbH by Bruellan Corporate Governance Action
Fund ('Bruellan Loan').
Under Alternative 2, the board of directors plans to achieve the financial
restructuring by issuing a debt instrument that will be mandatorily
convertible into registered shares of the company at maturity, combined
with the issuance of preferred participation certificates (preferred
non-voting shares). The terms of the convertible debt instrument are
currently under evaluation, but it is likely that they will include a
number of market standard terms, a cash coupon and a maturity of between 3
and 5 years. As in Alternative 1, it is contemplated that there will be
three separate tranches (A, B and C) to allow for capital to be raised
through an issue with pre-emption rights preserved for existing
shareholders, a private placement reserved for new investors and for the
potential conversion of the Bruellan Loan.
As a third option, the board of directors is also evaluating the
possibility of securing medium term debt financing and the agenda includes
further resolutions in connection with a possible equity issue and/or
equity rights granted in the form of preferred participation certificates
(preferred non-voting shares) associated with such a debt program. In the
event that an equity issue is required, it is contemplated to effect this
through an issue with pre-emption rights preserved for existing
shareholders.
The board of directors also proposes to adopt an opting-up regarding the
duty to make a public tender offer, pursuant to the relevant legislation,
from 33 1/3% to 49% (so called 'Opting-up') in order to accommodate any
potential investor willing to invest, but not willing to make an outright
offer for the company. To date, there is no investor or potential investor
who has requested the inclusion of an Opting-up into the articles of
association.
There are a number of ancillary resolutions including: (a) equity rights
proposed to be granted to Talisman Infrastructure Ventures LLP
('Talisman'), who are leading the turnaround process, pursuant to the terms
of their engagement, (b) equity rights that may be necessary to facilitate
the conversion of the Bruellan Loan and (c) technical provisions dealing
with the creation of conditional and authorised capital to give effect to
the relevant resolutions and consequential changes to the Articles of
Association.
These resolutions submitted to the approval of shareholders are intended to
provide the board of directors and the Company the necessary flexibility to
pursue the financial restructuring. The board of directors reserves the
right to withdraw and/or modify proposals under the agenda on or before the
annual general meeting depending on investor feedback it receives.
Mr Rolf Eckrodt, Chairman, and Mr Stefan Müller are seeking re-election as
board members for a period of one year and three years respectively. Mr
Eckrodt decided to stand for election for just one year in order to respect
the company by-laws, which limits the age of board members, as well as to
ensure a smooth transition for a new Chairman.
Shareholders registered with voting rights in the share register of the
Company as of 4 April 2013 will be authorised to participate and vote at
the shareholders' meeting.
The agenda concerning the annual general meeting of Shareholders can be
downloaded at the Company's web site:
http://www.leclanche.eu/img/AGO_Invitation_Leclanche_en.pdf
About Leclanché
Leclanché's strategy is to expand its position as 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 1 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.chcla@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.
20.03.2013 News transmitted by EquityStory 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
Swiss Security Number: A1CUUB, 812950
Listed: SIX
End of Announcement EquityStory News-Service
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