Ad-hoc | 10 April 2013 07:00
Leclanché SA / Key word(s): AGM/EGM
10.04.2013 07:00
Release of an ad hoc announcement pursuant to Art. 53 KR
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Press Release
Leclanché: publication of revised agenda for today's Annual General Meeting
of Shareholders
- Shareholders will be asked to approve a financial restructuring of the
company providing for a capital reduction and subsequent capital
increases
Yverdon-les-Bains, Switzerland, 10 April 2013 - Leclanché S.A. (SIX Swiss
Exchange: LECN), specialized in the production of large-format lithium-ion
cells and energy storage solutions, published today a revised agenda for
its annual general meeting of shareholders, which will take place today at
11am in Yverdon-les-Bains. Further to its communication of March 20, 2013,
the board of directors has, in the meantime, reviewed in detail the
different alternatives considered at that time for the financial
restructuring of the company. In view of the prevailing facts and
circumstances, as well as based on the feedback obtained from potential
investors, the board of directors has decided to submit Alternative 1
(sect. A, agenda items 6.1-6.7) to the annual general meeting, which
provides for a capital reduction and subsequent increases of the company's
share capital. Accordingly, the board of directors has withdrawn all
proposals under Alternative 2 (sect. B, agenda items 6.8-6.13). Further,
the board of directors will submit the proposal regarding the 'opting-up'
but has withdrawn all other proposals under sect. C (agenda items
6.14-6.16).
A capital reduction to provide additional flexibility
The board of directors proposes to the annual general meeting to resolve a
par value reduction of the share capital, i.e. that the nominal value of
all outstanding 5,630,145 registered shares be reduced from the current
nominal value of CHF 5 to CHF 2. The reduction amount of CHF 3 per share
(in total CHF 16,890,435) shall be allocated to the general reserves. The
capital reduction will be combined with an immediate subsequent ordinary
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.
A capital increase in three separate tranches
The board of directors will propose a capital increase in three separate
tranches (A, B and C), to allow for capital to be raised through:
- a share issue with pre-emptive rights preserved for existing
shareholders - Ordinary capital increase Tranche A (pre-emptive right
Tranche) - The share capital shall be increased through the issuance of
a maximum of 8,445,218 shares with a nominal value of CHF 2 each, by a
maximum amount of CHF 16,890,436.
- a private placement reserved for new investors - Ordinary capital
increase tranche B ( Investor Tranche No 1) - The share capital shall
be increased through the issuance of a maximum of 10,000,000 shares
with a nominal value of CHF 2 each, by a maximum amount of CHF
20,000,000.
- a private placement for the potential conversion of the loan that was
granted to Leclanché GmbH by Bruellan Corporate Governance Action Fund
('Bruellan Loan') - Ordinary capital increase tranche C (Investor
Tranche No 2) - The share capital shall be increased through the
issuance of a maximum of 3,500,000 shares with a nominal value of CHF 2
each, by a maximum amount of CHF 7,000,000.
At the time the invitation to annual general meeting was dispatched, the
board of directors expected the three tranches to be executed at the same
time. Today it seems more likely that Tranche B and Tranche C will be
executed in a first step and then Tranche A in a second step. This would
mean that new investors who acquired shares in the context of Tranche B or
Tranche C would also participate in the capital increase of Tranche A.
Creation of additional conditional and authorised capital
As set forth in the invitation to the annual general meeting, the board of
directors under Alternative 1 will also propose the creation of additional
conditional and authorised capital (agenda items 6.5-6.7) in order to
provide the company with as much flexibility as needed to successfully
execute the restructuring. In this context, the board of directors has
slightly modified its proposal under agenda item 6.7 ('Creation of
authorized capital') to allow a more extensive exclusion of shareholders'
pre-emptive rights.
Under sect. C, the board of directors has withdrawn all but one item.
Shareholders will be asked to adopt a so called 'opting-up' regarding the
duty to make a public tender offer, pursuant to the relevant legislation,
from 33 1/3% to 49% 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.
In addition to the financial restructuring, the annual general meeting of
shareholders will also seek approval for the ordinary resolutions,
including the approval of the annual report and statutory financial
statements. Mr Rolf Eckrodt, Chairman and Mr Stefan Müller will stand for
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's by-laws, which limits the age of board
members, as well as to ensure a smooth transition for a new chairman.
The revised agenda concerning the annual general meeting of shareholders is
attached and can be downloaded at the company's web site:
http://www.leclanche.eu/img/LECLANCHE_Agenda_10%20April%202013.pdf
Claim received and rejected
The company further informs that it has received a letter from certain
shareholders alleging that the company made incorrect statements in the
prospectuses of the capital increases conducted in 2009, 2010 and early
2012 and asking for compensation of the damage incurred as a result of the
alleged incorrect statements. The company fully rejects these allegations
and will take appropriate action.
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 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.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.
10.04.2013 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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