24.01.2012 08:19
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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- Holders of 2012 bond to receive partial repayments in tranches
- Debt-to-equity swap planned for bonds due in 2014 and 2015
- Revenues forecast confirmed, 2011 liquidity forecast slightly exceeded
- According to business plan Q-Cells expects to achieve a positive EBITDA
as from 2013 and a positive EBIT as from 2014
- Appointment of a joint representative rejected by Frankfurt Regional
Court
- Q-Cells will invite for an extraordinary General Meeting due to loss of
share capital
Bitterfeld-Wolfen (Germany), 24 January 2012 - Q-Cells SE plans a
restructuring of its financial liabilities in two steps. After intensive
negotiations with different creditor groups, the Company initially aims to
come to an agreement with the holders of the convertible bond due at the
end of February 2012. This agreement will provide among others for a
partial repayment of the outstanding bond volume in tranches over a period
of time. In a second step, and in due course, the convertible bonds due in
2014 and 2015 shall be restructured via a debt-to-equity swap.
The Frankfurt Regional Court ruled on Monday, 23 January that the new bond
law from 2009 does not apply to the bond issued by Q-Cells International
Finance B.V. due at the end of February 2012. Thus, the appointment of a
joint representative who could have deferred the convertible bond maturing
in 2012 by order of the creditors is not legally effective. The Company
will appeal against this decision of the Frankfurt Regional Court at the
Frankfurt Higher Regional Court, in order to ensure it retains the option
of a deferral as per the bond law.
With regard to the uncertainty of a ruling by the Frankfurt Higher Regional
Court in time, it will probably be necessary to reach individual agreements
with the creditors of the bond due at the end of February 2012. The Company
plans to shortly make a public offer to those bondholders.
On the basis of the medium-term business plan which was updated at the end
of 2011, Q-Cells also revalued the carrying amount of investments of its
subsidiaries as well as property, plant and equipment. This revaluation
resulted in a loss in the individual financial statement of Q-Cells SE in
accordance with German GAAP(HGB), i.e. that losses occurred of more than
half of the subscribed capital as per 31 December 2011. Negative equity was
recognised in the HGB individual financial statement of
Q-Cells SE as of that balance sheet date. The final annual loss does not
stand firm yet.
In accordance with section 9 (1c) lit. ii) of the SE Regulation in
conjunction with section 92 (1) of the German Stock Corporation Act (AktG),
the Company has a statutory duty to provide information on this reduction
in equity and promptly invite the shareholders to an Extraordinary General
Meeting. The invitation will be published in the coming days together with
the agenda.
The value adjustments on the balance sheet in accordance with HGB, however,
are non-cash effective and do not have a direct effect on the Company's
liquidity. Business in the fourth quarter of 2011 is in line with
expectations. The revenues forecast for the past financial year (around EUR
1 billion) has been confirmed and the liquidity forecast (up to EUR 300
million) has been slightly exceeded at EUR 304 million.
Business plan foresees mid-term profitability
The business plan of Q-Cells, validated by the management consultancy
McKinsey, expects further losses in the challenging financial year 2012.
Revenues are set to reach EUR 865 million, EBITDA before restructuring
costs are to amount to EUR -14 million and EBIT before restructuring costs
is to reach EUR -90 million. A fundamental precondition for generating
profits based on the mid-term business plan, is a timely implementation of
the financial restructuring of all three outstanding convertible bonds.
Moreover, the review assumes that at least cost leaders can earn their cost
of capital and return to acceptable margin levels. Yet, ongoing price wars
could interfere with a price premium strategy. Based on these assumptions,
Q-Cells expects to generate a positive EBITDA to the amount of EUR 61
million in 2013 and a positive operating income (EBIT) of EUR 8 million in
2014.
Key facts of the mid-term business plan
In EUR million 2012 2013 2014 2015
Sales revenues 865 916 1,100 1,322
EBITDA -14* 61 99 155
EBIT -90* -24 8 54
Investments 63 77 57 95
* Before restructuring costs
After the anticipated massive global sector consolidation, Q-Cells would
consequently be able to continue operating as an independent company and
benefit from the expected growth in the photovoltaic market as from 2014.
The proposed financial restructuring measures would significantly improve
Q-Cells' balance sheet structure. The Company plans to consistently pursue
its strategy of developing from a solar cell producer into an international
supplier of photovoltaic solutions, a path it first embarked on in 2010. In
order to do so, the technological leader counts on a premium strategy in
selected market segment.