Active Ownership Capital S.à r.l.
Active Ownership Capital proposes industry expert Dieter John as candidate for the supervisory board of Schaltbau Holding AG and informs on intended voting behaviour (news with additional features)
Frankfurt am Main / Munich / Luxembourg, June 2, 2017 – Active Ownership Capital (AOC), an independent owner-managed investment company, announces that it intends to propose Dieter John, previously President for CEE and CIS and chairman of the management board at Bombardier Transportation GmbH, as opposing candidate to incumbent member of the supervisory board Friedrich Smaxwil at the AGM of Schaltbau Holding AG (ISIN DE0007170300) on June 8, 2017. Approximately 11 percent of Schaltbau Holding AG’s voting rights are attributed to AOC.
At the AGM the dismissal of current members of the supervisory board Hans Jakob Zimmermann, Friedrich Smaxwil and Dr Ralph Heck will be put to the vote. In their place, the independent candidates Andreas Knitter (previously Senior Vice President Europe and member of the executive committee at global railway technology company ALSTOM Transport) and Dieter John (previously served in various management positions e.g. at railway technology company Bombardier and Airbus, EADS and Eurocopter) as well as Florian Schuhbauer (founding partner of Active Ownership Capital and expert for capital allocation) are standing for election. Klaus Röhrig, founding partner of AOC, commented: “We are delighted to present Dieter John as additional top-level electoral candidate experienced within the industry to the shareholders of Schaltbau. As was announced beforehand, AOC is thus proposing to elect Dieter John for the supervisory board instead of me. Like Andreas Knitter, Dieter John is completely independent from AOC and from our point of view an ideal industry expert to accompany Schaltbau’s further development. In case of their election, the company and its management would in our opinion benefit significantly from extensive expertise and support.” Florian Schuhbauer, founding partner of AOC, said: “We see Schaltbau as a promising company in a strong market position in an attractive industry sector. However, the company is currently facing a challenging situation and has to find answers to complex strategic questions. Also, the firm is in short-term need of further liquidity as well as assistance in the integration of the entire group, project management, working capital management and capital allocation. To achieve this, a re-start of their corporate governance and close guidance from an industry-experienced supervisory board are necessary. The current supervisory board cannot ensure this. On June 8, 2017, Schaltbau shareholders have the opportunity to enable this re-start to their company with their vote. Furthermore, AOC as a long-term anchor investor is willing to support future capital increases after they have been resolved by the shareholders.” Supervisory board candidate Dieter John said: “I have known Schaltbau for many years as a key supplier in the railway industry that has great potential for growth, but also to improve. In the case of my election, I will provide my decade-long management experience and industry know-how in the railway and aerospace industry, in managing complex projects and internationalization as well as my experience in transformational and change processes independently of individual interests and to the benefit of all shareholders and the company. I am looking forward to this exciting assignment.” AOC informs about intended voting behaviour at Schaltbau AGM Contrary to the proposals put forward by Schaltbau’s administration, AOC intends to vote for adjournment of the supervisory board’s approval for financial year 2016 to the 2018 AGM. Furthermore, AOC plans to vote against the creation of new Authorized Capital as the incumbent administration evidentially is dealing irresponsibly with it. For instance, on May 11, 2017, without involvement of all shareholders, a capital increase from Authorized Capital without subscription rights at approx. 34 euros per share was announced – while an offer to subscribe to the capital increase at 36 euros per share was available to the firm. Thus, the company forwent urgently needed equity and liquidity for the sake of particular interests. To the extent known, these particular interests trace back especially to the chairman of the supervisory board, Hans Jakob Zimmermann, who accepted the financial disadvantage of the firm to the detriment of all shareholders in attempt to keep his position in the supervisory board. Considering this behavior, he is no longer acceptable as member of the supervisory board from AOC’s perspective. The intended voting decisions of AOC in the upcoming AGM are disclosed in a table chart provided at the following link: http://n.eqs.com/c/fncls.ssp?u=DXKWXSRXUV # # # About Active Ownership Capital Active Ownership Capital is an independent, partner-managed investment company which acquires significant minority stakes in publicly listed, undervalued small- and mid-size companies in German speaking countries (Germany, Switzerland, Austria) and the Nordics (Sweden, Finland, Denmark, Norway). Active Ownership Capital follows an active ownership approach and fosters value creation through operational, strategic and structural improvements. For us, active ownership means that we act as the company’s partner and support it long-term. Together with management, we define value-enhancing strategies and measures and are ready to support their implementation as supervisory board members and advisors. As equity investors we add long-term oriented entrepreneurial thinking to publicly listed companies. Our investor base consists of European family offices and selected institutional investors. www.activeownershipcapital.com PRESS CONTACTS Charles Barker Corporate Communications GmbH TOBIAS EBERLE tobias.eberle@charlesbarker.de Tel: +49 69 79409024 Mobil: +49 173 520 4436 KORNELIA SPODZIEJA kornelia.spodzieja@charlesbarker.de Tel: +49 69 79409040 Mobil: +49 172 622 7007 End of Media Release Additional features: Document: http://n.eqs.com/c/fncls.ssp?u=DXKWXSRXUV Document title: Voting_behaviour_AOC_Schaltbau_as_of_20170602 Issuer: Active Ownership Capital S.à r.l. Key word(s): Finance
02.06.2017 Dissemination of a Press Release, transmitted by DGAP – a service of EQS Group AG. |
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