Publiziert in: Marktpuls, Unternehmen
Frei
Leclanché SA: Invitation to the upcoming Extraordinary General Meeting of Shareholders to be held on 11th December 2018 in Yverdon-les-Bains Montag, 19. November 2018 - 07:01
Leclanché SA / Key word(s): AGMEGM/AGMEGM
Leclanché SA: Invitation to the upcoming Extraordinary General Meeting of
Shareholders to be held on 11th December 2018 in Yverdon-les-Bains
19-Nov-2018 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
Leclanché announces :
- Invitation to the upcoming Extraordinary General Meeting of Shareholders
to be held on 11th December 2018 in Yverdon-les-Bains ;
- Current Chairman of the Board will step down at the Extraordinary General
Meeting and recommends new Chairman.
Yverdon-les-Bains, Switzerland, 19th of November 2018: Leclanché SA (SIX
Swiss Exchange: LECN), the fully vertically integrated battery energy
storage solution provider:
- publishes today the invitation to an Extraordinary General Meeting of
shareholders, which will take place on 11th December 2018 at 10:00 a.m.
(doors open at 9.30 a.m.), at Y-PARC, Rue Galilée 7, CH-1400
Yverdon-les-Bains.
- announces that Mr. Jim Atack, Chairman of the Board of Directors of
Leclanché will step down at the end of the Extraordinary General Meeting
(EGM) on 11th December 2018. It is proposed by the Board that Mr. David
Anthony Ishag is elected as new Chairman of the Board.
Mr. Jim Atack has been Chairman of the Board of Leclanché since August 2013
and, over this time, has overseen a strategic shift of the Company that has
established Leclanché as the only listed pure play energy storage company in
the world with a leading position in high growth markets including
stationary and etransport solutions.
Mr. Jim Atack, Chairman of the Board of Directors said: "After more than
five years as Leclanché's Chairman and member of the Board, I have decided
that now is the right time to step down. Leclanché has an exceptional
leadership team with vision and strong commercial and technological acumen
and I look forward to the continued strengthening of its position as a world
leading provider of energy storage solutions."
Leclanché thanks Jim for his leadership over the years as Chairman and
proposes to elect Mr. David Anthony Ishag as new Chairman of the Board of
Directors at the end of the EGM.
Mr. Ishag, British, is CEO of Golden Partner SA, advisor to FEFAM1, the main
Leclanché shareholder. With 30 years spent in the Finance, Tech, Mobile and
Online Marketing Industries Mr. Ishag's previous experience includes:
Employment, Partnership or Directorship with Institutions such as Barclays
de Zoete Wedd London, Republic National Bank of New York, Union Bancaire
Privée Geneva, Wharton Asset Management Bermuda (USD 15 Billion Investment
Manager) as Vice Chairman and Chief Investment Officer. Mr. Ishag was
previously Board Director, Member of the compensation and Audit Committee of
publicly traded US Electricar representing the largest European shareholders
alongside Itochu Corporation, Citibank and Hyundai. Mr. Ishag's Mobile and
Online Marketing achievements include: Founder CEO & Chairman of award
winning Pogo Technology: Europe's first cloud based mobile platform. Founder
and Executive Chairman of Espotting Media, Europe's largest
performance-based advertising network pioneering pay per click sold in 2004
for USD 170 Million. Mr. Ishag joined the Leclanché board in 2016 and has
played a key role as a Board Director in the financing of Leclanché's growth
plan and support of its redefined strategy.
I. Agenda
1. Financial Restructuring of the Company
2. Election to the Board of Directors
II. Documentation
III. Participation and voting rights
IV. Representation
V. Language
I. Agenda
Introduction by the Chairman of the Board of Directors.
1. Financial Restructuring of the Company
1.1 Overview of Financial Restructuring and Proposed Measures
Since the Company is in a negative equity situation, it must be financially
restructured. The Board of Directors has evaluated different options and
developed a financial restructuring proposal to improve the financial
situation of the Company as well as to provide more flexibility for
financing and raising capital by the Company in the future. This proposal
comprises (i) a conversion of existing debt in the amount of CHF
54'691'996.50 into equity through an ordinary capital increase; and (ii) an
amendment of the Company's articles of association in relation to the
authorized share capital (article 3quater) and conditional share capital
(article 3ter and 3quinquies ) for financing purposes (together, the
"Restructuring Plan").
The Board of Directors is of the view that given the Company status, these
measures are
- Necessary to cure the negative equity, to stabilize the balance sheet and
to improve the ability of the Company to raise capital and funding from
investors; and
- Necessary to reduce the risk of involuntary liquidation of the Company
(e.g. through a bankruptcy or otherwise).
The Board of Directors notes that these measures will immediately address
the Company's balance sheet issue and will not directly provide additional
funding or capital which is required to support the Company's growth plan.
The proposals are summarized as follows:
(i) Proposed Debt-to-Equity Conversion
To fund the Company's operations and investments, several financing
agreements have been entered into with the Finexis Equity Fund SCA ("FEF")
and certain of its sub-funds and affiliated companies (together, "FEFAM") in
the past years (the "Financing Agreements"). According to the Financing
Agreements, most of which are convertible loans or contain conversion
features, the Company is currently indebted to FEFAM with an aggregate
amount of approx. CHF 80 million (the "FEFAM Debt").
In recent years, the Company has also implemented different financing and
financial restructuring measures to improve its financial status and
liquidity situation. However, the Company is still over-indebted in the
sense of article 725 para. 2 of the Swiss Code of Obligations ("CO") in an
amount of approx. CHF 27 million (status as of September 30, 2018, based on
unaudited management accounts). Given the Company's negative equity
situation, FEF granted the Company subordinations (Rangrücktritte;
subordinations de prêts) on certain claims under certain Financing
Agreements, most recently a subordination of certain claims under the
Funding Agreement (as defined below), and committed to subordinate certain
claims under the Funding Agreement up to an aggregate amount of CHF
40'500'000 in February 2018. Since this subordination, the Company has
incurred further losses and, is thus still faced with an over-indebtedness
(Überschuldung;
surendettement) as of the date hereof and must be financially restructured.
In order to address the Company's over-indebtedness issues and to move the
Company's balance sheet into a positive equity position as at 31 December
2018, the Board of Directors has agreed in principle with FEFAM to convert a
large portion of the FEFAM-Debt in an aggregate amount of CHF 54'691'996.50
into 36'461'331 registered shares of the Company with a par value of CHF
1.50 each, subject to fulfilment of the requirements pursuant to Swiss law
and approval by the shareholders' meeting of the Company (the
"Debt-to-Equity-Conversion"). In order to implement the
Debt-to-Equity-Conversion through an ordinary capital increase, the
pre-emptive rights of shareholders will have to be excluded, which requires
shareholders' approval with a qualified majority.
Following the agreement in principle between the Company and FEFAM and in
view of the envisaged Debt-to-Equity-Conversion which would result in a
FEFAM shareholding of approx. 64.3%, FEFAM has filed an application with the
Swiss Takeover Board ("STOB") for exemption from the requirement to make a
public takeover offer upon FEFAM exceeding a 49% holding of voting rights
and shares in the Company. At the time of the preparation of this
invitation, the STOB had not yet approved the exemption. However, FEFAM and
the Company are optimistic that the STOB will approve the exemption in due
course. If so, the approval of the exemption will be made by an order of the
STOB, which will become effective at the end of the five-trading day appeal
period. Should the STOB not approve the exemption or should the respective
order of the STOB not become effective prior to the shareholders' meeting,
the Board of Directors will have to postpone or cancel the vote on the
capital increase required for the Debt-to-Equity-Conversion.
The following legal entities belonging to FEFAM are parties to the Financing
Agreements and shall be part of the proposed Debt-to-Equity-Conversion (the
"Creditors"), and they have committed to convert the below amounts into
equity:
- Finexis Equity Fund SCA - E-Money Strategies Sub-Fund (also called Energy
Storage Invest), Luxembourg ("FEF-EM") / claims of CHF 22'999'999.50 under
to a funding agreement with the Company dated 15 February 2018 (the "Funding
Agreement");
- Finexis Equity Fund SCA - Renewable Energy Sub-Fund, Luxembourg ("FEF-RE")
/ claims of CHF 12'999'999.00 under the Funding Agreement;
- FEF-RE / claims of CHF 7'599'999.00 under a certain financing agreement
with the Company dated 10 August 2018, granting FEF a right of first refusal
(but no obligation) with respect to the provision of funds required for M&A
and joint venture projects and performance bonds of the Company of up to CHF
50 million (the arrangement of 16 March 2018, as amended on 10 August 2018
the "FEFAM ROFO Agreement");
- AM Investment SCA SICAV FIS - Liquid Assets Sub-Fund ("AM") / claims of
CHF 3'499'999.50 against the Company under an existing convertible loan
agreement, as amended from time to time, which funding (Facility D1) was
granted on 27 September 2017 (the "FEFAM Convertible Loan Agreement
(Facility D1)");
- FEF-RE / claims of CHF 1'591'999.50 against the Company under an existing
convertible loan agreement, as amended from time to time, which funding
(Facility D1) was granted on 27 September 2017 (the "FEFAM Convertible Loan
Agreement (Facility D1)"); and
- FEF-RE / claims of CHF 6'000'000.00 against the Company under an existing
non-convertible loan agreement (which will become convertible), as amended
from time to time, which funding (Facility D2) was granted on 13 October
2017 (the "FEFAM Loan Agreement (Facility D2)").
The Debt-to-Equity-Conversion intends and is expected to eliminate the
currently existing negative equity of the Company. Once the negative equity
situation has been cured, the Board of Directors needs to take further
financial restructuring measures aimed at improving the Company's balance
sheet situation (e.g. reducing the nominal value of the shares in order to
eliminate existing losses/addressing the capital loss according to art. 725
para. 1 CO).
(ii) Partial Amendment of Articles of Association (Conditional and
Authorized Share Capital)
Besides the Debt-to-Equity-Conversion, the Board of Directors proposes to
partially amend the Company's articles of association, in particular, the
provisions regarding the authorized capital and conditional share capital
for financing purposes, with the aim of providing for a flexible and
up-to-date framework for a listed company for obtaining further equity and
equity linked financings in the future (the "AOA Amendment").
Further explanations about the proposed Debt-to-Equity-Conversion and the
AOA Amendment can be found in the respective proposals of agenda items 1.2
and 1.3.
1.2 Ordinary Capital Increase for Debt-to-Equity-Conversion
Proposal of the Board of Directors: The Board of Directors proposes to
increase the Company's share capital in the amount of CHF 54'691'996.50 from
CHF 121'023'811.50 to CHF 175'715'808.00 by way of an ordinary capital
increase as follows:
1. Entire nominal amount by which the share capital is to be increased: CHF
54'691'996.50
2. Amount of contributions to be made: CHF 54'691'996.50
3. Number, nominal value and type of new shares: 36'461'331 registered
shares at a nominal value of CHF 1.50 each
4. Preferential rights of individual categories: none
5. Issue amount: CHF 1.50 per share
6. Start of eligibility of dividends: entry date of the capital increase in
the Commercial Register
7. Type of contribution: CHF 54'691'996.50 by way of set-off against claims
for 36'461,331 fully paid-up registered shares at an issue price of CHF 1.50
per share
8. Special benefits: none
9. Restriction on transferability: as per the articles of association
10. Pre-emptive rights: the entire nominal increase of CHF 54'691'996.50
will be subscribed by the Creditors, which is why the pre-emptive rights of
shareholders for all 36'461,331 newly issued shares are excluded.
Explanation: The Company is currently over-indebted; however, sufficient
subordinations of existing claims have been granted by creditors in the
sense of article 725 para. 2 CO. For improving the financial status of the
Company and its balance sheet position with the aim to eliminate the
over-indebtedness, the Debt-to-Equity-Conversion is proposed. In order to
implement the Debt-to-Equity Conversion and to issue the required number of
new shares to the Creditors, it is necessary to increase the Company's share
capital in the amount of CHF 54'691'996.50, thereby excluding the
pre-emptive rights of shareholders.
Given the Company's over-indebtedness situation, the need to obtain a
proportionate underwriting commitment from all shareholders and the
reluctance of financial institutions supporting the Company in this exercise
to attract new investors, the Board of Directors concluded that organizing a
rights issue open to all shareholders was not a viable option.
1.3 Partial Amendment of Company's Articles of Association (Conditional and
Authorized Share Capital)
Proposal of the Board of Directors: The Board of Directors proposes to amend
the Company's Articles of Association as follows:
Current Version Proposed Version (changes
underlined)
Article 3ter Article 3ter Conditional Share
Capital for Equity Incentive Plans
The Company's share capital may be The Company's share capital may be
increased by a maximum of CHF increased by a maximum of CHF
4'500'000 by issuing a maximum of 4'500'000 by issuing a maximum of
3'000'000 fully paid-in registered 3'000'000 fully paid-in registered
shares with a nominal value of CHF shares with a nominal value of CHF
1.50 each by issuing new shares 1.50 each by issuing new shares
for the benefit of the employees for the benefit of the employees
of the Company and of the Group of the Company and of the Group
companies. Pre-emptive rights of companies. Pre-emptive rights of
existing shareholders are existing shareholders are
excluded. The shares or excluded. The shares or
pre-emptive rights will be granted pre-emptive rights will be granted
to employees under the conditions to employees under the conditions
defined by the Board of Directors defined by the Board of Directors
or, to the extent delegated to it, or, to the extent delegated to it,
by the Compensation Committee, by the Compensation Committee,
taking into account the taking into account the
performance, the functions, the performance, the functions, the
level of responsibility and the level of responsibility and the
criteria of profitability. The criteria of profitability. The
shares or pre-emptive rights may shares or pre-emptive rights may
be granted to employees at a price be granted to employees at a price
below the stock market price. The below the stock market price. The
new registered shares are subject new registered shares are subject
to the transferability to the transferability
restrictions provided for in restrictions provided for in
Article 4 of the Company's Article 4 of the Company's
Articles of Association. Articles of Association.
Article 3quater Article 3quater Authorized Capital
The Board of Directors is The Board of Directors is
authorized, at any time until 1 authorized, at any time until 1
May 2020 to increase the share May 2020 to increase the share
capital in an amount not to exceed capital in an amount not to exceed
CHF 60'511'905 through the CHF 60'511'905 through the
issuance of up to 40'341'270 fully issuance of up to 40'341'270 fully
paid-in registered shares with a paid-in registered shares with a
nominal value of CHF 1.50 each. nominal value of CHF 1.50 each. An
increase in partial amounts shall
be permitted.
The Board of Directors may issue The Board of Directors may issue
new shares by (i) means of a firm new shares by (i) means of a firm
underwriting through a banking underwriting through a banking
institution or a syndicate of institution or a syndicate of
banking institutions or a third banking institutions or a third
party/third parties and a party/third parties and a
subsequent offer of these shares subsequent offer of these shares
to the current shareholders and to the current shareholders and
(ii) an increase in partial (ii) an increase in partial
amounts shall be permitted. amounts shall be permitted.
The Board of Directors shall The Board of Directors shall
determine the date of issue of new determine the date of issue of new
shares, the issue price, the type shares, the issue price, the type
of payment, the beginning date for of payment, the beginning date for
dividend entitlement, the dividend entitlement, the
conditions for the exercise of conditions for the exercise of
pre-emptive rights and the pre-emptive rights and the
allocation of pre-emptive rights allocation of pre-emptive rights
that have not been exercised. that have not been exercised.
The Board of Directors may permit The Board of Directors is entitled
pre-emptive rights that have not to permit, to restrict or to
been exercised to expire or it may exclude the trade with pre-emptive
place these rights as to which rights. The Board of Directors may
pre-emptive rights have been permit pre-emptive rights that
granted but not exercised at have not been exercised to expire
market conditions or use them for or may cancel such rights or it
other purposes in the interest of may place these rights and/or
the Company. shares as to which pre-emptive
rights have been granted but not
exercised at market conditions or
use them for other purposes in the
interest of the Company.
The Company may freely dispose of The Company may freely dispose of
its own funds by way of conversion its own funds by way of conversion
(including through contribution (including through contribution
reserves to the company's capital) reserves to the company's capital)
in accordance with Article 652d of in accordance with Article 652d of
the Swiss Code of Obligations the Swiss Code of Obligations
until the total issue price of until the total issue price of
each share. each share.
The Board of Directors is further The Board of Directors is further
authorized to limit or withdraw authorized to limit or withdraw
the pre-emptive rights of the pre-emptive rights of
shareholders and allocate such shareholders and allocate such
rights to the individual rights to the individual
shareholders or third parties if shareholders or third parties if
the shares are to be used: the shares are to be used:
In connection with the ApS In connection with the ApS
Convertible Recharge Loan Convertible Recharge Loan
Agreement («Recharge») and ACE Agreement («Recharge») and ACE
Energy Efficiency SPC («ACE») Energy Efficiency SPC («ACE»)
dated 7 December 2014 (the dated 7 December 2014 (the
«Recharge/ACE Convertible Loan»), «Recharge/ACE Convertible Loan»),
as amended several times, the as amended several times, the
lenders were entitled to pay all lenders were entitled to pay all
or part of the issue price by or part of the issue price by
offsetting the receivables granted offsetting the receivables granted
under the Recharge/ACE Convertible under the Recharge/ACE Convertible
Loan; or Loan; or
In connection with the In connection with the
Recharge/ACE Convertible Loan, if Recharge/ACE Convertible Loan, as
the Recharge/ACE requires the amended from time to time, if the
Company to carry out a capital lenders Recharge/ACE requires the
increase; or Company to carry out a capital
increase; or
In connection with the financing In connection with the financing
and refinancing of the Company's and refinancing of the Company's
investments or acquisitions or the investments or acquisitions
financing by the Company of (including part of an enterprise
acquisitions (through equity or or participations) or the
convertible loans); or financing or refinancing by the
Company of acquisitions (through
equity or convertible loans); or
In connection with the options In connection with the options
granted to Talisman Infrastructure granted to Talisman Infrastructure
International Ltd, a company International Ltd, a company
associated with Talisman associated with Talisman
Infrastructure Ventures LLP; or Infrastructure Ventures LLP; or
In order to grant an In order to grant an
over-allotment option (Greenshoe) over-allotment option (Greenshoe)
up to 20% of the total number of up to 20% of the total number of
shares in an offering or sale of shares in an offering or sale of
shares to the initial purchaser or shares to the initial purchaser or
subscriber; or subscriber; or
In order to use the shares as In order to use the shares as
consideration in the event of consideration in the event of
mergers, acquisitions or mergers, acquisitions or
investments of the Company. investments of the Company; or
For issuing new shares if the
issue price of the new shares is
determined by reference to the
market price; or
For the purpose of broadening the
shareholder constituency in
certain financial or investor
markets or in connection with the
listing of new shares on domestic
or foreign stock exchanges; or
For the purposes of national and
international offerings of shares
for the purpose of increasing the
free float or to meet applicable
listing requirements; or
For the purposes of the
participation of strategic
investors or partners; or
For the purpose of financial
restructuring, in particular for
the conversion of debt into
equity; or
For raising capital in a fast and
flexible manner (including private
placement) which could probably
only be achieved with great
difficulty without exclusion of
the pre-emptive rights of the
existing shareholders.
The new registered shares are
subject to the transferability
restrictions provided for in
Article 4 of the Company's
Articles of Association.
Article 3quinquies Article 3quinquies: Conditional
Share Capital for Financing
Purposes
The share capital may be increased The share capital may be increased
in an amount not to exceed CHF in an amount not to exceed CHF
56'011'905 by issuing a maximum of 56'011'905 by issuing a maximum of
37'341'270 fully paid-up shares 37'341'270 fully paid-up shares
with a nominal value of CHF 1.50 with a nominal value of CHF 1.50
each. each.
The increase takes place through The increase takes place through
the exercise of conversion rights, the exercise of conversion,
and/or options granted in option, or similar rights, and/or
connection with (i) the issuance options which are granted in
on the national and international connection with newly or already
capital markets of newly or issued bonds, similar obligations,
already issued bonds or other loans or other financial market
financial market instruments or instruments or contractual
(ii) loans contracted by the obligations of the (i) the
Company or one of its Group issuance on the national and
companies. international capital markets of
newly or already issued bonds or
other financial market instruments
or (ii) loans contracted by the
Company or one of its Group
companies and/or by the exercise
of option rights issued by the
Company or one of its Group
companies ("Financial
Instruments").
Shareholders' pre-emptive rights Shareholders' pre-emptive rights
are excluded with respect to the are excluded with respect to the
issuance of bonds or convertible issuance of Financial Instruments
loans or loans or option rights or bonds or convertible loans or
other financial market instruments loans or option rights or other
or the granting of options. The financial market instruments or
then current holders of conversion the granting of options. The then
rights and/or options are entitled current holders of Financial
to subscribe for the new shares. Instruments conversion rights
and/or options are entitled to
subscribe for the new shares.
The conditions of conversion The conditions of the conversion
rights and/or options shall be rights and/or options Financial
determined by the Board of Instruments shall be determined by
Directors. the Board of Directors.
The Board of Directors is The Board of Directors is
authorized to restrict or deny the authorized to restrict or deny the
advance subscription rights of advance subscription rights of
shareholders: shareholders:
In connection with the Convertible In connection with the Convertible
Loan Agreement with Recharge ApS Loan Agreement with Recharge ApS
(«Recharge») and ACE Energy («Recharge») and ACE Energy
Efficiency SPC ("ACE") dated 7 Efficiency SPC ("ACE") dated 7
December 2014, with any amendments December 2014, with any amendments
(the «Convertible Recharge (the «Convertible Recharge
Loan/ACE»); Loan/ACE»);
For the purpose of financing or For the purpose of financing or
refinancing of investments or the refinancing of investments or the
expansion plan of the Company; or expansion plan of the Company; or
If the Financial Instruments are
issued to strategic investors or
partners; or
If the Financial Instruments are
issued on national or
international capital markets or
through a private placement; or
For the purpose of a firm
underwriting of such Financial
Instruments through a banking
institution or a syndicate of
banking institutions or a third
party/third parties with
subsequent offering to the public;
or
For the purpose of financial
restructuring, in particular for
the conversion of debt into
equity.
The conversion rights granted to The conversion rights granted to
Recharge/ACE under the Convertible Recharge/ACE under the Convertible
Recharge Loan/ACE, in accordance Recharge Loan/ACE, in accordance
with paragraph 1, are necessary with paragraph 1, are necessary
for the restructuring and future for the restructuring and future
expansion of the Company. The expansion of the Company. The
conversion will be carried out in conversion will be carried out in
accordance with the terms of the accordance with the terms of the
Convertible Recharge Loan/ACE. The Convertible Recharge Loan/ACE. The
conversion can be exercised until conversion can be exercised until
June 30, 2016, which can be June 30, 2016, which can be
extended (in accordance with the extended (in accordance with the
terms of the respective terms of the respective
contracts). contracts).
If advance subscription rights are If advance subscription rights are
excluded on the basis of paragraph excluded on the basis of this
3, the following shall apply: Article 3quinquies (Conditional
Share Capital for Financing
Purposes) paragraph 3, the
following shall apply:
The convertible debt or the debt The Financial Instruments
carrying option rights or the loan convertible debt or the debt
instruments will be issued in carrying option rights or the loan
accordance with the conditions of instruments will be issued in
the relevant market, taking into accordance with the conditions of
account the financing and the relevant market, taking into
operating position of the Company, account the financing and
the share price and/or other operating position of the Company,
similar instruments with a market the share price and/or other
value. similar instruments with a market
value.
The issuance with an issue price The issuance with an issue price
below the market price of the below the market price of the
shares is possible. shares is possible.
The conversion rights may be The conversion rights may be
exercised for a maximum period of exercised for a maximum period of
10 years, and the options may be 10 years, and the options may be
exercised for a maximum period of exercised for a maximum period of
7 years, in both cases from the 7 years, in both cases from the
date of the relevant issuance or date of the relevant issuance or
entry. entry.
The new registered shares shall be The new registered shares shall be
subject to the limitations subject to the limitations
pursuant to Article 4 of these pursuant to Article 4 of these
Articles of Association. Articles of Association. [The
remaining articles of association
remain unchanged.]
Explanation: In order to be able to fund the Company and raise capital in
the future in an efficient, flexible and expeditious manner under specified
circumstances and within a clear framework, the Board of Directors proposes
certain amendments to the provisions regarding the authorized share capital
(article 3quater) and conditional share capital (article 3ter and
3quinquies),
which are available and may be used for specified financing and certain
other purposes.
The proposed amendments are aimed at clarifying, supplementing and
specifying the potential use of the respective forms of capital, for
example, for private placements, for increasing the shareholder
constituency, for financing and financial restructuring purposes, thereby
also providing for and setting clear guidelines to the Board of Directors.
Since the Company plans to expand its activities and operates a
capital-intensive business, requiring often substantial advance investments,
the Board of Directors is requesting the shareholders to approve the
proposed changes to the Company's articles of association.
2. Election to the Board of Directors
2.1 Acknowledgement of resignation of Mr Jim Atack and granting of discharge
Proposal of the Board of Directors: The Board of Directors proposes to grant
Mr. Jim Atack discharge from personal liability.
Explanation: After more than five years as a Leclanché Board member and
Chairman, Mr. Atack has decided to step down with effect at the end of this
shareholders meeting. Mr Atack has been a member, and chair, of the
Leclanché Board since August 2013. During his tenure the Company has been
re-invented and has established a real market presence in each of its chosen
areas. This has been accomplished by encouraging significant inward
investment, recruiting and retaining an impressive executive cadre,
establishing state of the art production facilities, acquiring key
complementary businesses, and making critical sales into a burgeoning
international energy storage market.
Mr Atack's intent, since 2013, has been to achieve this position for the
Company, and especially bring the right people to the Board who will
continue the ramp up of the business; he is content that this phase of
business development is done, and the new Board line-up, with some future
recruits, will now accelerate the business into a higher league. He will
step down from the Leclanché Board, but will continue to celebrate the
Company's success.
2.2 Election of a new member
Proposal of the Board of Directors: The Board of Directors proposes to elect
Mr. Axel Joachim Maschka as a new member to the Board of Directors.
Explanation: Mr. Maschka was born in Stuttgart, Germany in 1966. After
graduating with a degree in Electrical Engineering from the University of
Stuttgart, he studied for two years at École Nationale des
Télécommunications in Paris. Mr. Maschka started his career at Daimler-Benz
in 1992 and later spent three years with the Booz Allen & Hamilton
management consulting company, where his clients included AB Volvo and
Renault Véhicules Industriels.
In 2001, Mr. Maschka returned to Germany to join automotive supplier Bosch.
Over the next seven years, he gained experience in international management
with the Diesel Systems and Electrical Drives Divisions in Paris, Tokyo and
Bangalore. In 2008, he was appointed Chief Executive Officer of the Engine
Systems BU at Continental AG, in charge of fuel injection and turbocharger
systems.
Mr. Maschka then founded AMA-Advisors, a professional services firm focused
on improving automotive supplier performance. In 2012, he joined Volvo Car
Corporation to serve as Senior Vice President Purchasing and Member of the
Executive Management Team. In this capacity, Mr. Maschka expanded his
international experience by integrating the Swedish and Chinese teams to
form a global automotive purchasing organization.
In January 2014 Mr. Maschka joined Valeo as Senior Vice President, Sales &
Business Development and Member of the Executive Board leading the Global
Sales teams, Business Development and Presidents of Japan, China, Korea,
North & South America, India, ASEAN, Iran, Russia and Europe. During his
tenure at Valeo, Mr. Maschka managed to extend Valeo's customer presence,
focusing on connected, autonomous electric cars. He doubled the annual order
intake and deployed the "Challenger Sales" methodology globally. In the
meantime, he created the Valeo Sales Academy, a training school for all
levels including VP levels. Mr. Maschka left Valeo in November 2018.
2.3 Election of new chairman
Proposal of the Board of Directors: The Board of Directors proposes to elect
Mr. David Anthony Ishag, as new chairman of the Board of Directors with
effect as of the end of this shareholders meeting.
Explanation: Mr. Ishag, British, is CEO of Golden Partner SA, advisor to
FEFAM, the main Leclanché shareholder. With 30 years spent in the Finance,
Tech, Mobile and Online Marketing Industries Mr. Ishag's previous experience
includes: Employment, Partnership or Directorship with Institutions such as
Barclays de Zoete Wedd London, Republic National Bank of New York, Union
Bancaire Privée Geneva, Wharton Asset Management Bermuda (USD 15 Billion
Investment Manager) as Vice Chairman and Chief Investment Officer. Mr. Ishag
was previously Board Director, Member of the compensation and Audit
Committee of publicly traded US Electricar representing the largest European
shareholders alongside Itochu Corporation, Citibank and Hyundai. Mr. Ishag's
Mobile and Online Marketing achievements include: Founder CEO & Chairman of
award winning Pogo Technology: Europe's first cloud based mobile platform.
Founder and Executive Chairman of Espotting Media, Europe's largest
performance-based advertising network pioneering pay per click sold in 2004
for USD 170 Million. Mr. Ishag joined the Leclanché board in 2016 and has
played a key role as a Board Director in the financing of Leclanché's growth
plan and support of its redefined strategy.
II. Documentation
Enclosed with the invitation sent to shareholders are a registration form
and an instruction form which shareholders are asked to complete and return
by mail to the following address if they wish to attend, or to be
represented at, the shareholders' meeting: areg.ch ag, Fabrikstrasse 10,
4614 Hägendorf.
Electronic remote votes by proxy and voting instructions to the independent
proxy (netVote): shareholders may participate in the votes and elections by
giving instructions to the independent proxy electronically via
www.netvote.ch/leclanche. The required login information will be sent to
shareholders together with the written documents for the Extraordinary
General Meeting. Changes to the electronically transferred instructions can
be made until Friday, December 7, 2018, 11:59 am (CET).
III. Participation and voting rights
Shareholders registered with voting rights in the share register as of 4
December 2018 at 17:00, will be authorised to participate and to vote at the
shareholders' meeting. They will receive their entrance card and voting
material upon returning the registration form or by contacting areg.ch ag at
the address indicated above.
From 4 December 2018 at 17:00 to 11 December 2018, no entries will be made
in the share register which would create a right to vote at the
shareholders' meeting. Shareholders who sell part or all of their shares
during this period are no longer entitled to vote to that extent. They are
requested to return or to exchange their admission card and voting material.
IV. Representation
Shareholders who do not intend to participate in the shareholders' meeting
personally may be represented by another person authorized by a written
proxy who does not need to be a shareholder or by the Independent Proxy. The
representatives do not need to be shareholders.
Mr. Manuel Isler, attorney-at-law, c/o BMG Avocats, 8C, avenue de Champel,
P.O. Box 385, CH-1211 Geneva, acts as the Independent Proxy. The
registration form with the completed and signed powers of attorney should be
submitted to areg.ch ag at the address indicated above.
Shareholders who wish to be represented by another person should send their
registration form with the completed and signed power of attorney to the
attention of Areg.ch AG at the address indicated above. The admission card
and the voting material will then be sent directly to the address of their
designated representative.
V. Language
The extraordinary general meeting of shareholders will be held in English.
Yverdon-les-Bains, 20 November 2018 For the Board of Directors
The Chairman
Jim Atack
About Leclanché
Headquartered in Switzerland, Leclanché SA is a leading provider of high
quality energy storage solutions designed to accelerate our progress towards
a clean energy future. Leclanché's history and heritage is rooted in over
100 years of battery and energy storage innovation and the Company is a
trusted provider of energy storage solutions globally. This coupled with the
Company's culture of German engineering and Swiss precision and quality,
continues to make Leclanché the partner of choice for both disruptors,
established companies and governments who are pioneering positive changes in
how energy is produced, distributed and consumed around the world. The
energy transition is being driven primarily by changes in the management of
our electricity networks and the electrification of transport, and these two
end markets form the backbone of our strategy and business model. Leclanché
is at the heart of the convergence of the electrification of transport and
the changes in the distribution network. Leclanché is the only listed pure
play energy storage company in the world, organised along three business
units: stationary storage solutions, etransport solutions and specialty
batteries systems. Leclanché is listed on the Swiss Stock Exchange (SIX:
LECN).
SIX Swiss Exchange: ticker symbol LECN | ISIN CH 011 030 311 9
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. Page 4/4 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.
Contacts
Media contacts
Europe/global:
Desiree Maghoo
T: +44 (0) 7775 522 740
E-mail: dmaghoo@questorconsulting.com
Laure Lagrange
T: +44 (0) 7768 698 731
E-mail: llagrange@questorconsulting.com
Switzerland:
Thierry Meyer
T: +41 (0) 79 785 35 81
E-mail: tme@dynamicsgroup.ch
Thomas Balmer
T: +41 (0) 79 703 87 28
E-mail: tba@dynamicsgroup.ch
US and Canada:
Rick Anderson
T: +1-718-986-1596
Henry Feintuch
T: +1-212-808-4901
E-mail: Leclanché@feintuchpr.com
Investor Contacts:
Anil Srivastava / Hubert Angleys
T: +41 (0) 24 424 65 00
E-mail: invest.Leclanché@Leclanche.com
---------------------------------------------------------------------------
End of ad hoc announcement
---------------------------------------------------------------------------
