Financial Restructuring

Financial Restructuring

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.

The restructuring concept involved a debt cut (”haircut”) for the financial creditors of SolarWorld AG. This required at first a capital reduction in the ratio of 150:1 by means of consolidating shares, 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 old SolarWorld share is now traded under the ISIN DE000A1YCMM2.

The next step was to raise the capital stock by 14,151,200 € to 14,896,000 € for capital subscribed in kind. Therefore 14,151,200 new SolarWorld shares were issued. The new shares were exclusively offered to the financial creditors as part of a debt-to-equity swap for a debt waiver in the amount of 55 percent on the average. 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:

Invitation and Agenda of the Shareholders' EGM of 7 August 2013

Voting results of the Shareholders' EGM of 7 August 2013 (only available in German)

 

 

Timing of the financial restructuring

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.

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.

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 - 21 February 2014: period in which the acquisition 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 was entered in the Commercial Register. ⇒ Closing of the financial restructuring

26 February 2014: The New Shares and New Bonds are admitted to the Regulated Market of the stock exchanges.

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.

until 14 March 2014: The cash settlement of those New Shares and Bonds that have not been acquired by eligible bondholders is paid out pro rata.