Germany's Centrosolar has approved measures to restructure the company's balance sheet in line with proposals made in February to cut its €90 million (US$118 million) debt burden.
The key feature of the balance sheet reconstruction includes reducing capital stock from 20,351,433 shares to 814,057 shares – a ratio of 25:1.
Furthermore, a capital increase is being proposed through the contribution of the 7% debenture with a total nominal amount of €50 million, which can then be exchanged for 5,500,000 ordinary shares in the company to be newly issued at an exchange ratio of 1:110 with no further consideration.
The company said this means that the bond holders exercising their right of acquisition are to receive 110 new shares in the company for one debenture with a nominal value of €1,000. If bond creditors do not exercise their right of acquisition, a bank will then sell the unsubscribed shares and pay out the net sales proceeds to those bond creditors by way of a cash settlement.
Additionally, a subordinated loan with a nominal value of €9.5 million is to be paid into the company as a contribution in kind. The loan creditor is then to be permitted to subscribe to 760,000 new shares from a further capital.
Finally, a capital increase for cash with shareholder subscription rights for the issuance of up to 5 million new ordinary shares is envisaged. The shareholders are to be offered a right to acquire additional unsubscribed shares. The subscription price will be determined in due course by Centrosolar’s management board in consultation with the supervisory board.
The first creditors’ meeting is to take place on 2 May 2013 which has to be attended by more than 50% of the nominal bond capital holders. In that event a second creditors’ meeting will be convened, at which at least 25% of the bond capital must be present or represented in order to pass the resolutions envisaged.
That creditors’ meeting will then probably take place on 21 May 2013. Bond creditors may either attend the creditors’ meeting in person or be represented by a proxy.