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Leclanché SA:The Swiss Takeover Board has approved the request for an exemption from the mandatory takeover offer duty by FEFAM to convert its certain debt into equity in Leclanché Montag, 03. Dezember 2018 - 07:01
Leclanché SA / Key word(s): AGMEGM/Agreement
Leclanché SA:The Swiss Takeover Board has approved the request for an
exemption from the mandatory takeover offer duty by FEFAM to convert its
certain debt into equity in Leclanché
03-Dec-2018 / 06:59 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
The issuer is solely responsible for the content of this announcement.
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The Swiss Takeover Board has approved the request for an exemption from the
mandatory takeover offer duty by FEFAM [1] to convert its certain debt into
equity in Leclanché
Leclanché supports the exemption request and welcomes the approval by the
Swiss Takeover Board.
YVERDON LES BAINS, Switzerland, 3 December 2018: Leclanché SA (SIX: LECN),
one of the world's leading energy storage solution companies, announces
today that on 27th November 2018 the Swiss Takeover Board approved the
request from FEFAM, the Company's largest shareholder, to convert its
certain debt into equity in Leclanché.
As previously announced on 22 November, Leclanché is engaged in a decisive
process to reduce its debt and strengthen the Company's balance sheet. An
Extraordinary General Meeting, scheduled to take place on 11 December 2018,
is convened to seek shareholder's approval to reduce the Company's debt
level by 65%.
Leclanché's Board of Directors will propose to its shareholders to approve
FEFAM's debt to equity conversion which has now received approval from the
Swiss Takeover Board.
The Swiss Takeover Board ordered that Leclanché publishes the operative part
of the TOB's decision, Leclanché's board of director's position (board
statement) and the time limit and conditions under which a qualified
shareholder may lodge an objection against this decision. More information
is available in the attached statement of the Board of Directors of
Leclanché (see annex).
* * * *
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 Thomas Balmer T : +41 (0) 79 703
87 28 E-mail :
[1]tba@dynamicsgroup.ch 1.
mailto:tba@dynamicsgroup.ch
Europe/Global : US and Canada :
Desiree Maghoo T : +44 (0) 7775 Rick Anderson T : +1-718-986-1596
522 740 E-mail :
[1]dmaghoo@questorconsulting.com
1.
mailto:dmaghoo@questorconsulting.c
om
Laure Lagrange T : +44 (0) 7768 Henry Feintuch T :
698 731 E-mail : +1-212-808-4901 E-mail :
[1]llagrange@questorconsulting.com [1]leclanche@feintuchpr.com 1.
1. mailto:leclanche@feintuchpr.com
mailto:llagrange@questorconsulting
.com
Switzerland : Investor Contacts :
Thierry Meyer T : +41 (0) 79 785 Anil Srivastava / Hubert Angleys
35 81 E-mail : Tel. : +41 (0) 24 424 65 00
[1]tme@dynamicsgroup.ch 1. E-Mail :
mailto:tme@dynamicsgroup.ch [1]invest.leclanche@leclanche.com
1.
mailto:invest.leclanche@leclanche
.com
Position of the Board of Directors of Leclanché SA
Position of the Board of Directors of Leclanché SA on the request for an
exemption from the obligation to submit a takeover bid for the exceeding of
the 49% threshold for holding Leclanché shares, following the conversion of
a convertible note by the applicant.
1. Summary of the report of the Board of Directors of Leclanché SA to the
Takeover Board of 1st October 2018
The purpose of this report is to put into perspective the request for the
exemption from an offer to purchase all the shares of Leclanché SA,
hereinafter referred to as "Leclanché" or "the Company", made by AM
INVESTMENT SCA, SICAV-SIF - Liquid Assets Sub-Fund, as well as by FINEXIS
EQUITY FUND - Renewable Energy Sub-Fund, FINEXIS EQUITY FUND - Multi Asset
Strategy Sub-Fund, FINEXIS EQUITY FUND - E Money Strategies Sub-Fund (also
called Energy Storage Invest), all such funds being in aggregate the
principal shareholder of Leclanché, hereinafter referred to as "FEFAM" or
the "Applicant", who proposes to increase its investment in Leclanché.
Leclanché develops, produces and installs turnkey solutions for energy
storage. Its activities cover domestic and small business applications,
large industries, power grids, as well as the hybridization of public
transport such as bus, tram and ferry fleets. Founded in 1909, Leclanché SA
markets battery-based energy storage solutions. With a tradition dating back
to Georges Leclanché, the inventor of the dry cell, the company has a wide
portfolio of energy storage solutions ranging from custom-made batteries to
the latest lithium-ion technologies on an industrial scale. Since 2006,
Leclanché has established itself as the European leader in the development
and production of lithium-ion cells and a world leading provider of energy
storage solutions.
Leclanché's history and heritage is rooted in more than 100 years of battery
and energy storage innovation and the company is a respected global provider
of energy storage solutions. This, combined with a culture of German
engineering, precision and Swiss quality, makes Leclanché the partner of
choice for companies and governments that are at the forefront of changes in
the way energy is produced, distributed and consumed around the world.
The energy transition is mainly driven by changes in the management of our
electricity networks and the electrification of transport. These two markets
are the backbone of the Company's strategy and business model. Leclanché is
at the heart of the convergence of transport electrification and the
evolution of electricity distribution networks. The Company is organized
into three business units: stationary storage solutions, transport solutions
and special battery systems.
Leclanché required long term investments to finance its rapid growth and
ensure the delivery of a growing number of significant and high profile
contracts won by the Company. Leclanché has initiated over the past
twenty-four months a large number of actions to attract new financial and
industrial investors in order to finance its growth. All measures taken
before February 2016 were disclosed in the report of Leclanché's Board of
Directors to the Takeover Board on 31 January 2018. In summary, these
initiatives include :
1. Hiring of Alexa Capital (Alexa) in February 2016, a London-based
investment bank. Through multiple road shows with Alexa, Leclanché raised
CHF 11.1 million in August 2016.
2. In light of the foregoing raise being smaller than the target amount
(explained among others by the undercapitalization of the Company and a
return to profitability in a two year horizon), in October 2016, Leclanché
mandated a second bank, a London subsidiary of a major Canadian investment
bank, to assist the Company in raising debt, capital and funds to directly
finance the energy storage projects won by Leclanché, as well as the
Company's working capital requirements. This resulted in an investor
particularly interested in providing Leclanché with a credit facility of CHF
70 million. Although Leclanché has successfully passed all due diligence
steps, the investment committee of this British investment fund has finally
decided not to lend these funds to Leclanché for two main reasons:
a) a) The Company's equity was too low. Placing a significant amount of debt
alongside insufficient equity would alter Leclanché's balance sheet;
b) b) Although the Company has very attractive growth prospects in the
electric transport sector, it had not yet signed a major contract.
Because of the above, the Company's board decided to concentrate its funding
efforts with its largest and supportive shareholder FEFAM until such time
the Company is able to attract new financial and industrial investors.
As of December 2017, FEFAM has taken a significant number of steps and
invested in Leclanché through various means (Leclanché bonds,
non-convertible loans, convertible notes). These investments, in aggregate,
provide Leclanché the following funds:
a) CHF 16.5 million Mandatory Convertible Notes ("MCN) converted in June
2018
b) CHF 60.5 million of Corporate funding line (CL), of which CHF 36 million
has already been drawn.
c) USD 50 million M & A Facility for investment in mergers and acquisitions
on Right-of-First-Offer basis ("ROFO"). To date, FEFAM has invested a total
of CHF 10,100,000 through this facility.
FEFAM has undertaken to convert an amount of its debt in excess of CHF 50
million as soon as possible. The converted amount corresponds to CL 36
million plus 11 million convertible loans granted in 2017 and ROFO 7.6
million, converted at a price of CHF 1.50 per share. This conversion would
enable Leclanché to resolve a potential negative equity issue at 31 December
2018 (Article 725(2) CO).
The presentation of a balance sheet with positive equity as at 31 December
2018 is a prerequisite for Leclanché to raise additional funds.
PricewaterhouseCoopers ("PwC"), Leclanché's statutory auditor, has taken
note of the financing carried out by FEFAM in December 2017 and February
2018, but expects the Company to raise additional funds to enable it to
improve its financial situation and ensure its financing for a period of at
least twelve months from the signing of the 2018 annual accounts. To date,
this obligation can be met by FEFAM's conversion of an amount exceeding CHF
50 million, which is only be possible following FEFAM's exemption from an
offer to repurchase all the shares of Leclanché SA (LECN).
FEFAM does not intend to take control of Leclanché although its interest in
Leclanché will temporarily exceed the 49% threshold for the reasons
mentioned above.
Leclanché expressed its full support for FEFAM's request for a derogation.
This support was confirmed by the decision of 28 September 2018 taken by the
Leclanché Board of Directors.
The debt to equity conversion has been proposed to improve the financial
status of the Company and its balance sheet position with the aim to
eliminate over-indebtedness. If the capital increase is approved and the
debt to equity conversion is consummated, Finexis Equity Fund SCA and
certain of its sub-funds will hold approx. 64.3% of the voting rights and
share capital in Leclanché.
The Board of Directors, in alignment with FEFAM's advisor, are in
discussions with strategic investors to further diversify the company's
shareholder base. The Board remains optimistic about attracting new
shareholders due to the proposed increase in Equity, and the significant
contracts won by the Company, in particular in the Transport sector such as
eMarine contracts with Kongsberg already announced by the Company,
For the Board of Directors of Leclanché
Jim Atack
2. Decision of the Takeover Board of 27 November 2018
On 27 November 2018, the Takeover Board took the following decision
(published on www.takeover.ch)
1. FINEXIS EQUITY FUND - Renewable Energy, FINEXIS EQUITY FUND - Multi Asset
Strategy, FINEXIS EQUITY FUND - E Money Strategies and AM Investment S.C.A.
SICAV-SIF - Liquid Assets Sub-Fund are exempt from the obligation to make a
public takeover bid to the shareholders of LECLANCHE SA, individually or
collectively, insofar as they exceed the threshold of 49% of the voting
rights of LECLANCHE SA following their subscription to the ordinary increase
in share capital of CHF 54,691,996.50 to be decided by the extraordinary
general meeting of LECLANCHE SA on 11 December 2018 as part of the
restructuring of LECLANCHE SA.
2. LECLANCHE SA will publish the operative part of this decision, its
position and the time limit and conditions under which a qualified
shareholder may lodge an objection against this decision no later than three
trading days following notification of this decision.
3. This decision will be published on the website of the Takeover Board on
the day of the electronic publication of the position of the Board of
Directors of LECLANCHE SA containing the operative part of this decision.
4. The fee charged to FINEXIS EQUITY FUND - Renewable Energy, FINEXIS EQUITY
FUND - Multi Asset Strategy, FINEXIS EQUITY FUND - E Money Strategies and AM
Investment S.C.A. SICAV-SIF - Liquid Assets Sub-Fund is fixed at CHF 35'000,
jointly and severally.
3. Opposition (Art. 58 of the Takeover Ordinance, SR 954.195.1)
A shareholder who holds at least 3% of the voting rights, whether or not
exercisable, of the target company (qualified shareholder, Art. 56 of the
Takeover Ordinance, TOO) and who has not participated in the proceedings may
lodge an objection against this decision. The opposition must be filed with
the Takeover Board within five trading days of the publication of the
operative part of this decision. The period begins on the first trading day
after publication. The opposition must include a conclusion, a summary
statement of reasons and proof of the author's participation in accordance
with Art. 56 para. 3 and 4 TOO (Art. 58 para. 4 TOO).
[1] FEFAM means: AM INVESTMENT SCA, SICAV-SIF - Liquid Assets Sub-Fund,
together with FINEXIS EQUITY FUND - Renewable Energy Sub-Fund, FINEXIS
EQUITY FUND - Multi Asset Strategy Sub-Fund, FINEXIS EQUITY FUND - E Money
Strategies Sub-Fund (also called Energy Storage Invest) and, all these funds
being in aggregate the main shareholder of Leclanché, hereunder referred to
as "FEFAM".
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End of ad hoc announcement
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