Draft insolvency plan
restructuring through 5:1 share consolidation (capital write-down) and subsequent capital increase to original level (debt-for-equity swap) while retaining stock market listing - turnaround expected for 2014
The draft of the insolvency plan makes provision whereby the company is to be continued along with its stock market listing, and the company's capital structure is to be reorganized so that unsecured creditors' receivables are transferred to the company in exchange for stock. This is intended to create a settlement of interests between the shareholders and the company in the company's continued existence and capital market access, and of the creditors' interest in the best possible satisfaction of their receivables.
The company's share capital, which currently amounts to EUR 21,162,382, and is divided into an equal number of ordinary bearer shares, is to be reduced - following the withdrawal of two shares provided free of charge - by EUR 16,929,904 to EUR 4,232,476 (capital write-down) by consolidating the remaining 21,162,382 shares in a five to one ratio. In a directly subsequent step, the share capital is to be increased again by EUR 16,929,904 to EUR 21,162,380 by way of a capital increase against non-cash capital contributions (debt-for-equity swap).
To this end, the company's unsecured creditors are to assign 70 % of their unconditional and unrestricted receivables to an administration company, which will subscribe for the total of 16,929,904 new shares as part of the debt-for-equity swap. Payment of the remaining 30 % of the receivables will be deferred until the end of 2015 on a non-interest-bearing basis.
This administration company will hold 80 % of the company's share capital and shares after the implementation of the restructuring. The creditors will not participate directly as shareholders in the company, but can participate indirectly in the company's profitability and value enhancement, in other words, in the proceeds which are generated in a later disposal of the new shares.
According to current planning, a turnaround is anticipated for 2014 given the successful implementation of the planned restructuring of the company, and the significant growth in the market for production technology for the photovoltaic industry which is expected for 2014. On the basis of the positive market trend which is assumed for 2014, the company is budgeting negative EBITDA of almost EUR 18 million for 2013, and a net loss for the year of EUR 24 million. For 2014 and 2015, the company is planning positive EBITDA of EUR 37 million in each year, and net income of EUR 22 million and EUR 23 million respectively.
centrotherm international AG
centrotherm photovoltaics AG, which is based at Blaubeuren, Germany, is a globally leading technology and equipment provider for the photovoltaics sector. The company equips well-known solar companies and new sector entrants with turnkey production lines and single equipment to manufacture silicon, and crystalline solar cells and modules. As a consequence, the Group possesses a broad and well-founded technological basis, as well as key equipment at practically all steps of the photovoltaics value chain. centrotherm photovoltaics guarantees its customers important performance parameters such as production capacity, efficiencies, and completion deadlines. The Group employed around 1,300 staff as of August 31, 2012, and operates globally in Europe, Asia and the USA. centrotherm photovoltaics achieved revenue in the 2011 financial year of around EUR 700 million. The company is listed in the Prime Standard on the Frankfurt Stock Exchange.