TEAM Treuhand GmbH
TEAM Treuhand GmbH: restructuring opinion and restructuring measures 3W Power S.A., voting request for Bondholders without Bondholders’ meeting
DGAP-News: TEAM Treuhand GmbH / Key word(s): Miscellaneous TEAM Treuhand GmbH: restructuring opinion and restructuring measures 3W Power S.A., voting request for Bondholders without Bondholders’ meeting – Restructuring opinion presented regarding financial and operational restructuring of 3W Power S.A. – The proposed restructuring measures include a redemption of the 2014/2019 Bond: Bondholders can either participate in the planned capital increase or claim a repayment of their bond at a reduced nominal amount – Bondholders have been requested to vote on the restructuring measures Berlin, 22 December 2017 Restructuring Opinion regarding restructuring measures 3W Power S.A. with corporate seat in Luxembourg, listed in the General Standard of the Frankfurt Stock Exchange (ISIN LU1072910919 / WKN A114Z9), issuer of the 2014/2019 bond (ISIN DE000A1ZJZB9/WKN A1ZJZB – the “2014/2019 Bond”) presented a restructuring opinion by Struktur Management Partner on 29 November 2017 (the “Restructuring Opinion“). TEAM Treuhand GmbH as joint representative (the “Joint Representative“) of the holders of the 2014/2019 Bond (the “Bondholders“) has received and evaluated the Restructuring Opinion. Each Bondholder can request a copy of the English-language Restructuring Opinion from 3W Power S.A. after signing a release letter. Please contact 3W Power, c/o Christian Hillermann, investors@aegps.com. The restructuring measures set out in the Restructuring Opinion stipulate that the share capital of 3W Power S.A. shall be reduced to zero at the expense of the shareholders resulting in a delisting of 3W Power S.A. 3W Power S.A ceases to be listed and the shares cannot be publicly traded anymore. Simultaneously, the 2014/2019 Bond shall be redeemed. For this redemption the Bondholders may either waive the repayment of the 2014/2019 Bond and in return receive 73 shares for a nominal EUR 1,000 or receive an immediate payment of 1% of the nominal amount of the bond. The implementation of the restructuring measures is conditional upon the Bondholders’ consent in a formal voting process. 3W Power S.A. has reached an informal agreement with some Bondholders regarding the restructuring measures (see ad hoc announcement dated 11 December 2017). It is therefore likely that the Bondholders will vote for the restructuring measures with the necessary majority. Voting Right of Bondholders: subscription of new shares against waiver of repayment of Bond The Bondholders shall receive the right to subscribe to a total of approximately 82.94% of the new shares for a subscription price of EUR 1 per share. This amount corresponds to 73 shares each EUR 1,000 of the 2014/2019 Bond. Additionally, the Bondholders receive the right to subscribe to up to 200 shares per Bond if and to the extent that these shares have not been subscribed by the holders of the convertible bond or the current shareholders. These stakeholders receive subscription rights as well. It is not intended that the new shares will be listed on any market. The subscription rights may only be exercised against a complete waiver of the right to repayment of the Bond. Voting Right of Bondholders: repayment of a reduced nominal amount without subscription of new shares According to the proposed restructuring measures, it is intended to reduce the nominal amount of the Bond from EUR 500 to EUR 5. If a Bondholder does not exercise his subscription right, he will receive the reduced nominal amount after the lapse of the subscription period. It is intended, that no interest is paid from 29 August 2016 until the repayment. Voting request for Bondholders The Joint Representative held intensive talks with 3W Power S.A. during the time period of the drafting of the Restructuring Opinion and thoroughly evaluated the presented Restructuring Opinion. From the Joint Representative’s perspective, the Restructuring Opinion regrettably comes to the correct conclusion that the restructuring measures are necessary to prevent an insolvency scenario of 3W Power S.A. and a default of the 2014/2019 Bond since the forecasts and expectations concerning the recent restructuring measures have unfortunately not been met. The planned restructuring measures are thus necessary for 3W Power S.A. to resume sustainable profitability and competitiveness and thus to secure its future. Therefore, the Joint Representative proposes to the Bondholders to vote for the planed measures. The Bondholders are requested by 3W Power S.A. to vote on the measures between 2 and 4 January 2018 (24h CET). The voting request is published on the homepage of 3W Power S.A. under www.aegp.com. Implementation of measures and exercise of the right to vote In case the restructuring measures have been confirmed by the shareholders and the relevant groups of creditors, the intended capital measures shall be completed by June 2018. The Bondholders will then have to decide if they exercise their individual subscription rights. By exercising their subscription rights, the Bondholders become shareholders and can benefit from the intended economic recovery of 3W Power S.A. However, as shareholders they also bear the risk of a failure of the restructuring measures, if they prove inadequate. A repayment of the reduced nominal amount leads to a loss in the amount of 99% of the current nominal amount. It is a very low but secure recovery. Given the past events, as Joint Representative we cannot give a general recommendation. Bondholders have to decide individually according to their risk profile if they want to stay involved or terminate their investment. With the redemption of the bond, the appointment of the Joint Representative will end. Until then, the Joint Representative will continue to rigorously monitor and audit the intended restructuring measures in the interests of the Bondholders. Disclaimer This document is solely to inform the Bondholders of the EUR50 million bond of 3W Power S.A., Luxembourg. Details about the operations, assets, earnings and financial situation of 3W Power S.A. and its associated enterprises and about the restructuring of AEG Power Solutions GmbH have not be reviewed by the Joint Representative as to their accuracy or completeness. The Joint Representative assumes no liability as to their accuracy or completeness. Insofar as this document contains details of the economic outlook, the Joint Representative assumes no liability for their actual occurrence. The Joint Representative liability is limited to willful intent and gross negligence. Liability for gross negligence is limited to ten times the Joint Representative’s annual remuneration. The Bondholders are advised to gather comprehensive information themselves and if necessary seek legal, tax and financial advice. Contact: TEAM Treuhand GmbH
22.12.2017 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |