Group fully reorganized and fit for the future
The Ulm District Court has approved the insolvency plan of centrotherm photovoltaics AG in the version dated January 29, 2013, and has terminated the insolvency proceedings with effect as of the end of May 31. These proceedings have been running since October 2012. "centrotherm is now a fully independent and reorganized company again that enjoys long-term stable financing and positive future prospects. We have done our reorganization homework in a difficult market environment, and we are a strengthened and reliable partner for customers and suppliers," commented the two Management Board members for the reorganization under the company's own administration, Tobias Hoefer and Jan von Schuckmann.
As early as January 29, 2013, centrotherm had surmounted the decisive hurdle for the company's reorganization and recapitalization: creditors and shareholders approved with a large majority the insolvency plan that was presented at the discussion and coordination meeting convened by the Ulm District Court. The Ulm District Court approved this plan and, after all conditions were fulfilled, confirmed that the proceedings that commenced with the application that was submitted in July 2012 for protection under the German Act Relating to the Further Simplification of the Reorganization of Companies (ESUG) could now be terminated. The same applies for the subsidiaries centrotherm thermal solutions GmbH & Co. KG and centrotherm SiTec GmbH, for which independent proceedings are running.
Jobs and millions of euros' worth of assets retained for shareholders and creditors
"centrotherm can now successfully complete its reorganization, and further strengthen its position as a globally leading provider of production technology for thermal surface processes in the photovoltaic, semiconductor and microelectronic industries. The implementation of the reorganization plan delivers a result that is equally beneficial for shareholders, employees and creditors. For shareholders, millions of euros' worth of assets, the stock market listing and their shares' capital appreciation potential are preserved. Creditors retain the opportunity to realize 100 percent of their receivables, and, not least, all of the currently around 900 jobs within the centrotherm Group can be secured," is the assessment of Hoefer and von Schuckmann.
The market environment continues to prove very difficult, and no positive signs exist of improvement over the next months. Over the next few years, centrotherm will continue to invest double-digit amounts of millions of euros to develop new technologies and products in the photovoltaic and semiconductor areas, in order to secure and expand its globally leading technological position.
According to the plan, the capital structure will now be bolstered through converting unsecured creditors' receivables into the company's shares. To this end, creditors will assign 70 percent of their receivables that have been determined to be unconditional and without restriction to an administration company, thereby contributing them to centrotherm photovoltaics AG by way of a capital increase. The insolvency receivables that have been contributed will expire. In other words, centrotherm photovoltaics AG will be significantly deleveraged.
In the first step, the company's share capital will be reduced through consolidating the shares in five to one ratio, equivalent to a EUR 16,929,904 reduction to EUR 4,232,476 (capital write-down). Existing shareholders are not required to take any action in this context, and their depository banks will write to them informing them once this capital measure has been registered. In a directly subsequent step, the share capital will be increased again to EUR 21,162,380 by way of a cash capital increase against non-cash capital contributions through contribution of creditor receivables (debt-for-equity swap). As a consequence, the administration company will hold 80 percent of the shares of centrotherm photovoltaics AG, and former shareholders will retain the remaining 20 percent.
Fair settlement of interests sets a precedent
"A settlement of interests as realized by this plan sets a precedent for the reorganization of companies in a manner that the legislator wished to promote with the German Act Relating to the Further Simplification of the Reorganization of Companies (ESUG). Within just a few months, we have consequently succeeded in making a globally operating and listed group fit again for the future, and in creating a fair settlement of interests in doing so. On this scale, this sets a unique precedent in Germany to date," emphasize Hoefer and von Schuckmann.