Due to the longstanding industry crisis of the solar sector SolarWorld AG was faced with an urgent need for restructuring its financial liabilities at the beginning of 2013. This primarily affected the two stock listed bonds as well as the assignable note loans. Immediately after identifying the need for restructuring, SolarWorld AG started negotiating and developing a comprehensive restructuring concept together with representatives of the respective creditors’ groups. The restructuring concept is designed to enable the company to bear its future debt and interest payments. Both Noteholders’ Meetings on 5 and 6 August 2013 approved the financial restructuring concept with large majority. On 7 August 2013 a shareholders’ Extraordinary General Meeting agreed to the necessary corporate actions as well.
Information for Shareholders
The restructuring concept involves a debt cut (”haircut”) for the financial creditors of SolarWorld AG. This requires at first a capital reduction in the ratio of 150:1, followed by a capital increase against contribution in kind with the existing shareholders’ subscription rights ruled out. In accordance with the capital reduction that was registered in the Commercial Register on 20 January 2014 and technically implemented on 27 January 2014 the capital stock of SolarWorld AG was reduced from 111,720,000 to 744,800 €. As a consequence the International Securities Identification Number of the SolarWorld share changed as well. The share is now traded under the ISIN DE000A1YCMM2.
The next step will be to raise the capital stock by 14,151,200 € to 14,896,000 € for capital subscribed in kind. The new shares therefore will exclusively go to the creditors as part of a debt-to-equity swap. The corporate actions described above have been approved through respective resolutions passed by the EGM of 7 August 2013.
You can find additional information here:
Voting results of the Shareholders' EGM of 7 August 2013 (only available in German)
The stocks that have not been acquired by the bondholders who are eligible to purchase them (so-called “warrant stocks”) are disposed of at the best possible rate. As part of this disposal, interested existing shareholders will be given the option of submitting unlimited offers to purchase and acquire warrant stocks within a prescribed price range (probably and subject to new market findings: € 6.50 – € 12.50). Only shareholders, who held at least 1,000 shares in SolarWorld on 7 August 2013, 24:00 hours CET (“record date”) are entitled to submit offers for the warrant stocks (so-called “shareholders eligible to purchase”). Only wishes to purchase will be taken into consideration, which envisage a minimum purchase of 50 (new) stocks or a whole multiple of the latter. The above-mentioned thresholds are laid down owing to transaction efficiency.
Information for Noteholders
The financial restructuring basically consists of the following three components:
1. an equity stake in the SolarWorld AG in exchange for a debt waiver accounting for 55 percent of the original nominal debt (debt-to-equity swap)
2. sale of a certain amount of the newly acquired shares to two strategic investors (Dr.-Ing. E. h. Frank Asbeck und Qatar Solar S.P.C.) against a cash component stipulated in advance
3. emission of a new secured bond with a nominal value of about 45 percent of the original debt with partial payments stipulated in advance
This means specifically for the respective noteholders:
Bond 2011/2016 (ISIN DE000A1YC293 - formerly: XS0641270045)
For each Euro 1,000 of bond capital on the day of the implementation of the measures the investor will receive:
- Cash compensation of € 57.84
- A purchasing right (free in exchange for the notes) to 7.31 new shares
- A purchasing right (free in exchange for the notes) to a new and secured 5-year bond with a nominal volume of € 439.39*
*According to the terms and conditions, the interest payments of € 63.75 due on or after 13 July 2013 are to be credited to the principal amount of the notes. Taking into account the effects of interest compounding of € 2.77, the principal amount of each bearer note amounts to € 372.87.
Please find more detailed information here.
Bond 2010/2017 (ISIN DE000A1YC3A6 - formerly: XS0478864225)
For each € 1,000 of bond capital on the day of the implementation of the measures the investor will receive:
- Cash compensation of € 53.52
- A purchasing right (free in exchange for the notes) to 6.77 new shares
- A purchasing right (free in exchange for the notes) to a new and secured 5-year bond with a nominal volume of € 451.73
You can find more detailed information here.
Timing might be subject to changes
13 January 2014: Approval to the summary judgments by Higher Regional Court Cologne
20 January 2014: The resolution on the capital reduction is registered in the Commercial Register
24 January 2014: Stock exchange trading of the bonds with the ISIN XS0478864225 and XS0641270045 is discontinued.
In preparation for the transactions to follow the bonds were transferred to a different depository. Due to this the ISIN of XS0478864225 was changed into DE000A1YC3A6 and the ISIN of XS0641270045 into DE000A1YC293 respectively.
27 January 2014: Shares are converted into consolidated shares with new International Securities Identification Number (ISIN DE000A1YCMM2).
27 January 2014: The German Federal Financial Supervisory Authority granted its approval to the security prospectuses of the New Shares and the New Bonds.
28 January 2014: The security prospectuses are published on the company’s website (in German).
29 January 2014: The purchasing offer is published on the German Federal Gazette (Bundesanzeiger).
31 January 2014: The current bonds are removed from the deposits and replaced by purchasing rights for the New Bonds and the New Shares as well as the right to receive the cash component resulting from the partial sale of shares to the new investor and the CEO.
3 February 2014: Beginning of the period in which the purchasing rights for the New Bonds and the New Shares as well as the additional subscription of the New Shares can be exercised.
21 February 2014: End of the period in which the purchasing rights for the New Bonds and the New Shares as well as the additional subscription of the New Shares can be exercised.
24 February 2014: The implementation of the capital increase against contribution in kind is registered in the Commercial Register. ⇒ Closing of the financial restructuring
26 February 2014: The New Bonds are admitted to the Regulated Market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).
27 February 2014: First repayment of the New Bond 1017 is made. Moreover the cash component resulting from the sale of shares to the strategic equity investors is effected.
5 March 2014: Listing at the stock exchanges of both New Bonds 1017 and 1116 and the New Shares begins.
The sales revenues from the disposal of those New Shares and Bonds that have not been acquired by eligible bondholders are paid out pro rata. ⇒ The timing depends on when the disposal is completed.
Current Financial Reports
05.03.2014 | Category: Ad-hoc (de)