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LECLANCHE SA (FRA:CH001627) EQS-Adhoc: Invitation to the upcoming Annual General Meeting of Shareholders to be held on 30th June 2020 at 9:00 a.m. Swiss time

Directive transparence : information réglementée

09/06/2020 06:55

EQS Group-Ad-hoc: Leclanché SA / Key word(s): AGMEGM
Invitation to the upcoming Annual General Meeting of Shareholders to be held on 30th June 2020 at 9:00 a.m. Swiss time

09-Jun-2020 / 06:55 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
The issuer is solely responsible for the content of this announcement.


Invitation to the upcoming Annual General Meeting of Shareholders to be held on 30th June 2020 at 9:00 a.m. Swiss time

  • Leclanché SA convenes its Annual Ordinary General Meeting on 30th June 2020
  • The Board of Directors proposes the conversion of CHF 50.9 million of debt owed to FEFAM into shares of the Company in order to strengthen the balance sheet
  • Mr. Christophe Manset is proposed as a new director in replacement of Mr. David Anthony Ishag who does not stand for re-election


YVERDON-LES-BAINS, Switzerland, 9th June, 2020 - Leclanché SA (SIX: LECN), one of the world's leading energy storage companies, is convening its Annual Ordinary General Meeting on 30th June 2020 at 9:00 a.m. Swiss time.

Important information regarding COVID-19 - Personal Attendance at the Annual General Meeting not allowed
The Swiss Federal Government has prohibited private and public events and gatherings of people to prevent the further spreading of the Coronavirus disease (COVID-19). Based on Article 6f of the Ordinance 2 on measures to fight COVID-19, the Board of Directors has therefore decided that the shareholders of Leclanché S.A. may exercise their rights at the Annual General Meeting on 30th June 2020 exclusively through the Independent Representative. Personal attendance of shareholders or shareholders' representatives other than the Independent Representative is not permitted. This measure makes it possible to hold the Annual General Meeting despite the current situation. Please refer to the invitation under section "Representation" for information on how to authorize and instruct the Independent Representative.

The shareholders are invited to join the live webcast of the Annual General Meeting of shareholders on 30th June 2020 at 9:00 am Swiss time in English, French or German. Questions can be submitted in writing during the webcast through an online tool and will be answered at the end of the meeting. Further rights (including voting rights) may be exercised exclusively through the independent representative prior to the Annual General Meeting (see section "Representation" below). The link to the webcast is as follows: https://live.kudoway.eu/ad/220218461818

Among the decisions submitted for shareholder approval, the Board of Directors proposes the conversion of CHF 50.9 million of debt contracted with FEFAM[1], the Company's main shareholder, into equity. This restructuring measure, negotiated with FEFAM, will strengthen the balance sheet and drive continued investment interest in the Company during a period of strong growth in Leclanché's order book in the fast-growing e-Transport sector.
Additionally, the Board of Directors proposes the election of Mr. Christophe Manset to the Board of Directors. Mr. Manset has been introduced to the Board of Directors by FEFAM to replace Mr. David Anthony Ishag who does not stand for re-election.

I. Agenda

1. Annual Report 2019, Consolidated Financial Statements 2019, Statutory Financial Statements 2019 and Compensation Report 2019 of Leclanché S.A.

2. Discharge of the Board of Directors

3. Appropriation of Profits Resulting from the Balance Sheet

4. Elections Board of Directors

5. Election of the Auditors

6. Election of the Independent Representative

7. Partial amendment of the Articles of Association / Renewal of period for exercising the authorized share capital (Art. 3quater)

8. Partial amendment of the Articles of Association / Creation of Conditional Share Capital (Art. 3quinquies)

9. Debt to Equity Conversion

10. Set-off of Accumulated Losses with Capital Contribution Reserves

11. Vote on the compensation of the Board of Directors and the Executive Committee

II. Annual Report

III. Participation and voting rights

IV. Representation

V. Voting Instruction


I.Agenda

Introduction by the Chairman of the Board of Directors.

1.-Annual Report 2019, Consolidated Financial Statements 2019, Statutory Financial Statements 2019 and Compensation Report 2019 of Leclanché S.A.

1.1-Approval of the Annual Report 2019, Consolidated Financial Statements 2019 and Statutory Financial Statements 2019 of Leclanché S.A.

Proposal of the Board of Directors: to approve the annual report 2019, the consolidated financial statements 2019 and the statutory financial statements 2019 of Leclanché S.A.

1.2-Consultative Vote on the Compensation Report 2019

Proposal of the Board of Directors: to approve on a consultative basis the compensation report 2019.

Explanation: In line with the recommendations of the Swiss Code of Best Practice for Corporate Governance, the Board of Directors is seeking your endorsement of the compensation report 2019 on a consultative basis.

2.-Discharge of the Board of Directors

Proposal of the Board of Directors: to discharge the members of the Board of Directors.

3.-Appropriation of Losses Resulting from the Balance Sheet

Loss for the year 2019 CHF -76,951,278.36
Balance brought forward from previous year CHF 43,132,437.94
Total accumulated losses CHF -33,818,840.42

Proposal of the Board of Directors:

Dividend for the year 2019 0.00
Balance to be carried forward CHF -33,818,840.42

4.-Elections Board of Directors

4.1-Elections to the Board of Directors

Proposal of the Board of Directors: to re-elect the following members, each for a term of office until the end of the next Annual General Meeting of shareholders:

- Mr. Stefan A. Müller

- Mr. Tianyi Fan

- Mr. Toi Wai David Suen

- Mr. Axel Joachim Maschka

- Mr. Bénédict Fontanet

- Mr. Lluís M. Fargas Mas

Explanation: Mr. David Anthony Ishag does not stand for re-election.

4.2-New elections to the Board of Directors

Proposal of the Board of Directors: The Board of Directors proposes to elect Mr. Christophe Manset as a new member to the Board of Directors.

Explanation: Mr. Christophe Manset has been introduced to the Board of Directors by FEFAM[2] to replace Mr. David Anthony Ishag who does not stand for re-election.
Mr. Manset has over 10 years of experience in the asset management industry in Luxembourg. Mr. Manset is an associate at LEVeL with focus on Alternative Investment Funds regulated by the Luxembourg supervisory authority. He has a particular expertise in the fields of compliance, risk management, audit, corporate governance and internal organization. He started his career at EY in 2009 as audit manager in charge of the preparation and conduct of audit missions with a particular focus on complex and specialized issues. In 2016, Mr. Manset joined NN Investment Partners Luxembourg S.A. (NN), a supervised Alternative Investment Fund Manager. At NN, he was responsible for projects impacting the NN Luxembourg funds range and particularly the launch of new investment vehicles. Mr. Manset holds a Master Degree in Economics from HEC - University of Liège.

4.3-Election of the Chairman of the Board of Directors

Proposal of the Board of Directors: to re-elect Mr. Stefan A. Müller as Chairman of the Board of Directors for a term of office until the end of the next Annual General Meeting of shareholders.

4.4-Elections to the Appointments and Remuneration Committee

Proposal of the Board of Directors: to re-elect the following members to the Appointments and Remuneration Committee, each for a term of office until the end of the next Annual General Meeting of shareholders:

- Mr. Lluís M. Fargas Mas

- Mr. Toi Wai David Suen

- Mr. Tianyi Fan

The Board of Directors intends to nominate Mr. Lluís M. Fargas Mas Chairman of the Appointments and Remuneration Committee, subject to his re-election as a member of the Appointments and Remuneration Committee.

5.-Election of the Auditors

Proposal of the Board of Directors: to re-elect PricewaterhouseCoopers SA, Pully as auditors for the financial year 2020.

6.-Election of the Independent Representative

Proposal of the Board of Directors: To re-elect Me. Manuel Isler, attorney-at-law, Geneva, as Independent Representative until the end of the next Annual General Meeting of shareholders.

7.-Partial amendment of the Articles of Association / Renewal of period for exercising the authorized share capital (Art. 3quater)

Proposal of the Board of Directors: The Board of Directors proposes to extend the period for exercising the authorisation granted to the Board of Directors to increase the share capital until 7 May 2022 (authorised share capital) and to amend Article 3quater of the Company's Articles of Association as follows:

Current Version Proposed Version (changes underlined)
Article 3 quater :

The Board of Directors is authorized to increase the share capital, at any time until 8 May, 2021, by a maximum amount of CHF 7,669,260.70 by issuing a maximum of 76,692,607 fully paid up shares with a nominal value of CHF 0.10 each. [.]

[The rest of paragraph 1 as well as paragraphs 2, 3 and 4 remain unchanged.]
Article 3 quater :

The Board of Directors is authorized to increase the share capital, at any time until 7 May, 2022, by a maximum amount of CHF 7,669,260.70 by issuing a maximum of 76,692,607 fully paid up shares with a nominal value of CHF 0.10 each. [.]

[The rest of paragraph 1 as well as paragraphs 2, 3 and 4 remain unchanged.]
 

Explanation: The provisions regarding the authorized share capital (article 3quater) and conditional share capital (article 3ter and 3quinquies) enable the Board of Directors to obtain funding for the Company and raise capital in an efficient, flexible and expeditious manner under specified circumstances and within a clear framework. In order to fully benefit from this flexibility, the Board of Directors proposes to increase the conditional share capital and to renew the two- year period for the authorized capital in order to keep the flexibility.

8.-Partial amendment of the Articles of Association / Creation of Conditional Share Capital (Art. 3quinquies)

Proposal of the Board of Directors: The Board of Directors proposes to increase the existing conditional share capital and to amend Article 3quinquies of the Company's Articles of Association as follows:

 

Current Version Proposed Version (changes underlined)
Article 3 quinquies:

The share capital may be increased in an amount not to exceed CHF 4,260,092.40 through the issuance of up to 42,600,924 fully paid-up shares with a nominal value of CHF 0.10 per share. [.]

[The rest of paragraph 1 as well as paragraphs 2, 3, 4 and 5 remain unchanged.]
Article 3 quinquies:

The share capital may be increased in an amount not to exceed CHF 7,690,860 through the issuance of up to 76,908,600 fully paid-up shares with a nominal value of CHF 0.10 per share. [.]

[The rest of paragraph 1 as well as paragraphs 2, 3, 4 and 5 remain unchanged.]
 

Explanation: The provisions regarding the authorized share capital (article 3quater) and conditional share capital (article 3ter and 3quinquies) enable the Board of Directors to obtain funding for the Company and raise capital in an efficient, flexible and expeditious manner under specified circumstances and within a clear framework. In order to fully benefit from this flexibility, the Board of Directors proposes to increase the conditional share capital and to renew the two- year period for the authorized capital in order to keep the flexibility.


9.-Debt to Equity Conversion

9.1-Overview

Since the Company was as per 31 December 2019 and still is over-indebted according to art. 725 para. 2 Swiss Code of Obligations ("CO"), the Board of Directors proposes a conversion of existing debt in the amount of CHF 50,928,179 into equity through an ordinary capital increase.

In order to address this situation, the Board of Directors has agreed in principle with FEFAM to convert a portion of the debt owed to FEFAM in the aggregate amount of CHF 50,928,179 ("FEFAM Debt") into a maximum of 77,281,000 registered shares of the Company with a par value of CHF 0.10 each, subject to fulfilment of the requirements pursuant to Swiss law and approval by the shareholders' meeting of the Company (the "Debt-to-Equity-Conversion").

In order to implement the Debt-to-Equity-Conversion, the pre-emptive rights of shareholders will have to be excluded in connection with the required capital increase, which requires shareholders' approval with a qualified majority.

The following legal entities belonging to FEFAM are parties to the relevant financing agreements and shall be part of the proposed Debt-to-Equity-Conversion (the "Creditors"), and they have committed to convert the below amounts into equity:

- Finexis Equity Fund SCA - Renewable Energy Sub-Fund ("FEF-RE") will convert claims of CHF 4,000,000 of FEF-RE against the Company, Finexis Equity Fund SCA - E-Money Strategies Sub-Fund ("FEF-EM") will convert claims of CHF 5,500,000 of FEF-EM against the Company and AM Investment SCA SICAV-SIF - Illiquid Assets Sub-Fund ("AM") will convert claims of CHF 2,000,000 of AM against the Company under a convertible loan agreement with the Company dated 16 March 2018, as amended from time to time (the "Funding Agreement");

- FEF-RE will convert claims of CHF 16,570,000 of FEF-RE against the Company and FEF-EM will convert claims of CHF 1,030,000 of FEF-EM against the Company under an existing convertible loan agreement dated 3 April 2019, as amended from time to time (the "2019 Working Capital Line");

- FEF-RE will convert claims of maximum CHF 13,405,520 of FEF-RE against the Company and FEF-EM will convert claims of CHF 2,000,000 of FEF-EM against the Company and AM will convert claims of CHF 6,422,659 of AM against the Company under an existing convertible loan agreement dated 23 December 2019, as amended from time to time (the "2020 Working Capital Line").

The FEFAM Debt to be converted in connection with the Debt-to-Equity-Conversion is convertible at 85% of the Volume Weighted Average Price (VWAP) calculated as per 3 June 2020.

The Debt-to-Equity-Conversion is intended to improve the financial status of the Company and its balance sheet position.

The Board of Directors will implement the Debt-to-Equity-Conversion within three months after the shareholders' meeting. The implementation requires meeting SIX Swiss Exchange's requirements with respect to listing of new shares.

9.2-Ordinary Capital Increase for Debt-to-Equity-Conversion

Proposal of the Board of Directors: The Board of Directors proposes to increase the Company's share capital in the maximum amount of CHF 7,728,100 from CHF 15,381,720.10 to a maximum of CHF 23,109,820.10 by way of an ordinary capital increase as follows:

1. Entire maximum nominal amount by which the share capital is to be increased: CHF 7,728,100[3]

2. Amount of contributions to be made: CHF 50,928,179

3. Number, nominal value and type of new shares: a maximum of 77,281,000 registered shares at a nominal value of CHF 0.10 each

4. Preferential rights of individual categories: None

5. Issue amount: CHF 0.659 per share

6. Start of eligibility of dividends: Entry date of the capital increase in the Commercial Register

7. Type of contribution: CHF 50,928,179 by way of set-off against claims for a maximum of 77,281,000 fully paid-up registered shares at an issue price of CHF 0.659.

8. Special benefits: None

9. Restriction on transferability: As per the Articles of Association

10. Pre-emptive rights: The entire nominal increase of CHF 7,728,100 will be subscribed by the Creditors, which is why the pre-emptive rights of shareholders for all newly issued shares in the maximum amount of 77,281,000 are excluded.

Explanation: The Company has a negative equity and is over-indebted in the sense of art. 725 para. 2 CO. On 17 April 2020, FEFAM has agreed to a subordination of claims in the amount of CHF 28,900,000. For improving the financial status of the Company and its balance sheet position, the Debt-to-Equity-Conversion is proposed. In order to implement the Debt-to-Equity Conversion and to issue the required number of new shares to the Creditors, it is necessary to increase the Company's share capital in the maximum amount of CHF 7,728,100, thereby excluding the pre-emptive rights of shareholders.
Given the Company's situation, the need to obtain a proportionate underwriting commitment from all shareholders and the reluctance of financial institutions supporting the Company in this exercise to attract new investors, the Board of Directors concluded that organizing a rights issue open to all shareholders was not a viable option.


10.-Set-off of Accumulated Losses with Capital Contribution Reserves

Proposal of the Board of Directors: The Board of Directors proposes to set-off accumulated losses and the loss of year 2019 in the total amount of CHF 16,292,931.

Explanation: The Board of Directors proposes to set-off accumulated losses with capital contribution reserves.

11.-Vote on the compensation of the Board of Directors and the Executive Committee

11.1-Compensation for the Board of Directors

Proposal of the Board of Directors: Approval of the maximum aggregate amount of compensation of the Board of Directors for the term until the 2021 Annual General Meeting of CHF 600,000.00. This amount is identical to that of prior year.

Explanation: The enclosed Annex 1 sets out further details in relation to the proposed votes on compensation amounts for the Board of Directors.

11.2-Compensation for the Members of the Executive Committee

Proposal of the Board of Directors: Approval of the maximum aggregate amount of the Executive Committee for the financial year 2021 of CHF 4,700,000.00. This amount is identical to that approved for financial year 2020.

Explanation: The enclosed Annex 1 sets out further details in relation to the proposed votes on compensation amounts for the Executive Committee.

I.-Annual Report

The annual report 2019 which contains the consolidated financial statements, the statutory financial statements as well as the auditor's report and the compensation report 2019 are available to shareholders at the Company's headquarters. The annual report and the compensation report are also available on Leclanché's website at https://www.leclanche.com/investor-relations/financial-reports/.

II.-Participation and voting rights

Shareholders registered with voting rights in the share register as of June 19, 2020 at 17:00 Swiss time, will be authorised to vote at the shareholders' meeting.

From June 19, 2020 at 17:00 Swiss time to June 30, 2020, no entries will be made in the share register which would create a right to vote at the shareholders' meeting. Shareholders who sell part or all of their shares during this period are no longer entitled to vote to that extent.

III.-Representation

Due to the exceptional circumstances of the Coronavirus pandemic, shareholders are not permitted to attend the Annual General Meeting in person. Shareholder voting rights can only be exercised by the Independent Representative.

Me. Manuel Isler, attorney-at-law, c/o BMG Avocats, 8C, avenue de Champel, P.O. Box 385, CH-1211 Geneva, acts as the Independent Representative. The proxy form with the completed and signed powers of attorney should be submitted to areg.ch ag at the address indicated in paragraph V. below.

IV.-Voting Instruction

The enclosed proxy form may be used as power of attorney to the Independent Representative and for voting instructions. Both have to be returned by enclosed envelope not later than Friday 26 June 2020 to areg.ch ag, Fabrikstrasse 10, 4614 Hägendorf, Switzerland. To the extent the shareholder does not provide specific instructions to the Independent Representative, he instructs the Independent Representative to vote his shares in favour of the proposals of the Board of Directors with respect to the items listed on the agenda. The same shall apply for additional or alternative proposals to the agenda items included in this invitation and for new agenda items.

Alternatively, shareholders have the possibility to cast their votes by issuing electronic proxies and voting instructions to the Independent Representative via Netvote: www.netvote.ch/leclanche. Shareholders may provide or change any voting instructions which they have communicated electronically until but not later than Saturday 27 June 2020 at 23:59 Swiss time.

For more information, write to info@leclanche.com or visit www.leclanche.com.

******

About Leclanché
Headquartered in Switzerland, Leclanché SA is a leading provider of high-quality energy storage solutions designed to accelerate our progress towards a clean energy future. Leclanché's history and heritage is rooted in over 100 years of battery and energy storage innovation and the Company is a trusted provider of energy storage solutions globally. This coupled with the Company's culture of German engineering and Swiss precision and quality, continues to make Leclanché the partner of choice for both disruptors, established companies and governments who are pioneering positive changes in how energy is produced, distributed and consumed around the world. The energy transition is being driven primarily by changes in the management of our electricity networks and the electrification of transport, and these two end markets form the backbone of our strategy and business model. Leclanché is at the heart of the convergence of the electrification of transport and the changes in the distribution network. Leclanché is the only listed pure play energy storage company in the world, organised along three business units: stationary storage solutions, e-Transport solutions and specialty batteries systems. Leclanché is listed on the Swiss Stock Exchange (SIX: LECN).

SIX Swiss Exchange: ticker symbol LECN | ISIN CH 011 030 311 9

Disclaimer
This press release contains certain forward-looking statements relating to Leclanché's business, which can be identified by terminology such as "strategic", "proposes", "to introduce", "will", "planned", "expected", "commitment", "expects", "set", "preparing", "plans", "estimates", "aims", "would", "potential", "awaiting", "estimated", "proposal", or similar expressions, or by expressed or implied discussions regarding the ramp up of Leclanché's production capacity, potential applications for existing products, or regarding potential future revenues from any such products, or potential future sales or earnings of Leclanché or any of its business units. You should not place undue reliance on these statements. Such forward-looking statements reflect the current views of Leclanché regarding future events, and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. There can be no guarantee that Leclanché's products will achieve any particular revenue levels. Nor can there be any guarantee that Leclanché, or any of the business units, will achieve any particular financial results.

Contacts

Media Switzerland /Europe:
Thierry Meyer
T: +41 (0) 79 785 35 81
E-mail: tme@dynamicsgroup.ch
Media North America:
Rick Anderson
T: +1-718-986-1596

Henry Feintuch
T: +1-212-808-4901
E-mail: leclanche@feintuchpr.com
 
Media Germany:
Christoph Miller
T: +49 (0) 711 947 670
E-mail: leclanche@sympra.de
Investor Contacts:
Anil Srivastava / Hubert Angleys
T: +41 (0) 24 424 65 00
E-mail: invest.leclanche@leclanche.com
 

[1] FEFAM means: AM INVESTMENT SCA, SICAV-SIF - Illiquid Assets Sub-Fund, together with FINEXIS EQUITY FUND - Renewable Energy Sub-Fund, FINEXIS EQUITY FUND - Multi Asset Strategy Sub-Fund, FINEXIS EQUITY FUND - E Money Strategies Sub-Fund (also called Energy Storage Invest) and, all these funds being in aggregate the main shareholder of Leclanché, hereunder referred to as "FEFAM".

[2] FEFAM means: AM INVESTMENT SCA, SICAV-SIF - Illiquid Assets Sub-Fund, together with FINEXIS EQUITY FUND - Renewable Ener-gy Sub-Fund, FINEXIS EQUITY FUND - Multi Asset Strategy Sub-Fund, FINEXIS EQUITY FUND - E Money Strategies Sub-Fund (also called Energy Storage Invest) and, all these funds being in aggregate the main shareholder of Leclanché, hereunder referred to as "FEFAM".

[3] The debt to be converted in connection with the Debt-to-Equity-Conversion is convertible at 85% of the Volume Weighted Average Price (VWAP) calculated as per 3 June 2020.



End of ad hoc announcement
Language: English
Company: Leclanché SA
Av. des Sports 42
1400 Yverdon-les-Bains
Switzerland
Phone: +41 (24) 424 65-00
Fax: +41 (24) 424 65-20
E-mail: investors@leclanche.com
Internet: www.leclanche.com
ISIN: CH0110303119, CH0016271550
Valor: A1CUUB, 812950
Listed: SIX Swiss Exchange
EQS News ID: 1065527

 
End of Announcement EQS Group News Service

1065527  09-Jun-2020 CET/CEST

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