SolarWorld AG: Extraordinary shareholders’ meeting consents to the measures for the group’s balance-sheet restructuring with 99.1 percent08-08-13
Today’s extraordinary shareholders’ meeting of SolarWorld AG in Bonn approved the package of measures for the company’s balance-sheet restructuring as proposed by the Management Board and the Supervisory Board with 99.1 percent. The holders of the two notes of SolarWorld AG (6.375 % note 2011/2016 with a total nominal amount of EUR 150 million [ISIN XS0641270045] and the 6.125 % note 2010/2017 with a total nominal value of EUR 400 million [ISIN XS0478864225]) consented to the company’s proposals on financial restructuring on August 5 and 6, 2013 respectively.
Today, the shareholders of SolarWorld AG have adopted, among others, the following resolutions:
a) The share capital of SolarWorld AG, which presently amounts to EUR 111,720,000.00 and is divided into 111,720,000.00 bearer shares, with a proportionate amount of the share capital of EUR 1.00 attributable to a single share, will be reduced by EUR 110,975,200.00 to EUR 744,800.00. The capital reduction will be performed pursuant to the regulations regarding simplified capital reduction in §§ 229 et seq. AktG by the ratio 150:1 in order to settle impairments and to cover other losses totalling EUR 110,975,200.00. The capital reduction will be effected by consolidating 150 bearer shares into one bearer share.
b) Subsequently, the company’s share capital will be increased by EUR 14,151,200.00 from EUR 744,800.00 to EUR 14,896,000.00 against contributions in kind and 14,151,200 new shares will be issued under exclusion of subscription rights of the shareholders. Upon implementing the capital increase by way of a contribution in kind, the (existing) shareholders will continue to hold 5 % of the company.
The contributions in kind are (i) the outstanding individual notes of the 2010/2017 6.125 % note with a total nominal amount of EUR 400 million (ISIN XS0478864225) and (ii) the outstanding individual note of the 2011/2016 6.375 % note with a total nominal amount of EUR 150 million (ISIN XS0641270045) (collectively referred to as the “Bonds”) – which are transferred to WGZ BANK AG Westdeutsche Genossenschafts-Zentralbank, Düsseldorf, as the settlement agent (“WGZ BANK”). In addition, the contributions in kind are (iii) a portion in the amount of about 55 % of the outstanding assignable loans, as well as a portion in the amount of 40 % of the secured loan claims of European Investment Bank, Luxemburg, which total approx. EUR 213.9 million and will be assigned to Itom Investment S.à.r.l., Luxemburg. WGZ BANK as the settlement agent and Itom Investment S.à.r.l. are admitted to the subscription and assumption of the new shares.
c) As consideration in addition to the new shares in the company to be granted to WGZ BANK as the settlement agent, the company will transfer the following notes to WGZ Bank without any further consideration:
i) All individual notes under a new secured bond totalling EUR 174,844,355.15 subject to the obligation that WGZ BANK as the settlement agent will offer these to the holders of the 2010/2017 notes for purchase, and
ii) all individual notes under a new secured note totalling EUR 61,244,814.54 subject to the obligation that WGZ BANK as the settlement agent will offer these to the holders of the 2011/2016 note for purchase.
The implementation of the restructuring (Closing) – including execution of the capital increase by way of contributions in kind – is subject to certain legal and economic terms and conditions. The Management Board assumes that the Closing, including the capital increase in kind, will take place in the period from November 2013 to February 2014.
Furthermore, the extraordinary general meeting reelected Dr. Claus Recktenwald as chairman of the Supervisory Board and Dr. Georg Gansen as member of the Supervisory Board. Mr. Marc M. Bamberger was elected as new member of the Supervisory Board. The previous member Dr. Alexander von Bossel did not run again and has resigned as of the conclusion of the general meeting on August 7, 2013.
Dr. Claus Recktenwald, chairman of the Supervisory Board of SolarWorld AG, announced at the extraordinary general meeting that the appointment of Dr.-Ing. E. h. Frank Asbeck, chairman and CEO of SolarWorld AG, will be extended by five more years until January 9, 2019.
Bonn, August 7, 2013
The Management Board