Capital measures in 2013
Capital reduction, retiring of shares, non-cash capital increase under exclusion of shareholders' subscription rights and issuing of new, unlisted shares
In the insolvency proceedings relating to the assets of centrotherm photovoltaics AG (the "Company"), the Company presented an insolvency plan to the relevant Ulm District Court – Insolvency Court – which the participating creditors and shareholders accepted with the requisite majority on January 29, 2013, and which was confirmed by a court ruling of April 26, 2013 (the "Insolvency Plan"). Since no appeal was lodged against the insolvency court's ruling concerning the confirmation of the Insolvency Plan within the appeal period, the Insolvency Plan became legally effective with the expiry of the appeal period on May 10, 2013, 24:00 hours. The Insolvency Plan contains the following resolutions:
I. Capital reductions
1. Capital reduction through retiring of two ordinary shares
The Company's share capital of EUR 21,162,382.00, which is split into 21,162,382 no par value ordinary bearer shares each with a notional interest in the share capital of EUR 1.00, is to be reduced by EUR 2.00 to EUR 21,162,380.00. This reduction shall occur through retiring two ordinary bearer shares, which have been made available to the Company on a non-gratuitous basis, in simplified form pursuant to Section 237 (3) Number 1 of the German Stock Corporation Act (AktG) for the purposes of eliminating such membership rights. The amount of the share capital of EUR 2.00 freed by the capital reduction is to be contributed to the capital reserve pur-suant to Section 237 (5) of the German Stock Corporation Act (AktG).
2. Capital reduction through consolidation
The Company's share capital, which will still amount to EUR 21,162,380.00 after the reduction through retiring shares, and which will be split into 21,162,380 no par value ordinary bearer shares, is to be reduced by EUR 16,929,904.00 to EUR 4,232,476.00 to offset value reductions and to cover other losses by way of simplified capital reduction (Sections 229 et seq. of the German Stock Corporation Act [AktG]) through consolidating every five ordinary bearer shares into one ordinary bearer share in a five to one ratio.
II. Non-cash capital increase
The Company's share capital, which is to be reduced to EUR 4,232,476.00 after the implemen-tation of the aforementioned resolutions, shall then be increased by EUR 16,929,904.00 to EUR 21,162,380.00 through issuing 16,929,904 new ordinary bearer shares with a notional interest in the share capital of EUR 16,929,904.00 (the "New Shares"). The New Shares shall be issued at the lowest issue amount of EUR 1.00 per ordinary share. As a consequence, the New Shares shall be issued at a total issue amount of EUR 16,929,904.00. The New Shares shall be dividend-entitled from January 1 of the calendar year in which the judicial confirmation of the Insolvency Plan becomes legally effective.
Shareholders' statutory subscription rights are to be excluded. Only Sol Futura Verwaltungsgesellschaft mbH (the "Administration Company") shall be entitled to subscribe for and acquire the New Shares. The Administration Company shall render its non-cash capital contribution by obligating itself to assign to the Company all claims attributable to it at the time of the coming into force of the Insolvency Plan on the basis of assigning 70 % of the insolvency claims determined as legally effective, unconditional and without restriction for default (the "Non-Cash Capital Contribution"). If the contribution value of these receivables exceeds the total issue amount of the New Shares, the difference is to be contributed to the Company's capital reserve.
The resolution concerning the reduction of the share capital by way of withdrawing two ordinary shares and its implementation, the resolution concerning the reduction of the share capital in simplified form by consolidating shares, and the resolution and implementation of the Non-Cash Capital Increase were entered in the commercial register of the Ulm District Court on July 19, 2013.
On the basis of the Non-Cash Capital Increase, 16,929,904 new ordinary bearer shares with a notional interest in the share capital of EUR 16,929,904.00 were issued at the lowest issue amount of EUR 1.00 per share. The Administration Company subscribed for and acquired the New Shares under exclusion of shareholders' subscription rights against rendering the non-cash capital contribution.
The New Shares issued as part of the Non-Cash Capital Increase form part of an interest serving to maintain a controlling influence over the Company. For this reason, they will not be listed for stock market trading for the time being. To this extent, the company is utilizing the regulation contained in Section 7 (1) Clause 2 in combination with Section 69 (1) Clause 2 of the German Stock Market Listing Directive (BörsZulV).
The new (converted) bearer shares that are held by the previous shareholders are traded on the floor of the Frankfurt Stock Exchange and on other regional stock exchanges such as Stuttgart under the following securities codes: German Securities Identification Number / WKN: A1TNMM; ISIN: DE000A1TNMM9. The New Shares from the Non-Cash Capital Increase, which Sol Futura Verwaltungsgesellschaft holds, and which are not to be admitted to stock market listing for the time being, have the following securities codes: German securities identification number / WKN A1TNMN; ISIN: DE000A1TNMN7.