EANS-News: centrotherm photovoltaics AG / Reorganization and recapitalization of centrotherm photovoltaics AG passes decisive hurdle - creditors and shareholders approve insolvency plan - centrother

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Company Information

Blaubeuren/Ulm (euro adhoc) - 29 January 2013 - centrotherm
photovoltaics AG has now passed the decisive hurdle for the company's
reorganization and recapitalization: at the discussion and voting
meeting that was convened today by the Ulm District Court, creditors
and shareholders approved the insolvency plan that was submitted with
a large majority. With the confirmation by the court and the
satisfaction of the final formal conditions, the insolvency
proceedings can soon be terminated.

"With their decision, creditors and shareholders have allowed
centrotherm to successfully complete its reorientation, thereby
reopening the way to positive future prospects. If we implement the
plan as envisaged, it will comprise an equally beneficial result for
shareholders, employees and creditors. For shareholders, millions of
euros' worth of value, the stock market listing and the value
enhancement potentials of their shares remain. Creditors stand a good
chance of realizing 100 percent of their receivables, or even more.
Last, but not least, all of the currently approximately 1,000 jobs
within the centrotherm Group can also be maintained," was how Tobias
Hoefer, Management Board member responsible for the insolvency plan
and the company's own administration, summarized the outcome.

Hoefer explained the key contents of the reorganization plan to
around 100 creditors and shareholders who attended the voting meeting
at the "Haus der Begegnung" venue in Ulm. This plan entails
continuing the company as a listed stock corporation, and
strengthening its capital structure through converting unsecured
creditors' receivables into the company's shares. To this end,
creditors will cede 70 percent of their receivables deemed
unconditional and without restriction to an independent
administration company which is at liberty to dispose of such assets
as it sees fit. This administration company will transfer the ceded
receivables to centrotherm photovoltaics, thereby becoming a
shareholder in the debtor. The transferred insolvency receivables
will be cancelled. In other words, centrotherm photovoltaics AG will
enjoy a significant reduction in its debt position. The
administration company will acquire shares in the debtor as
consideration for the receivables which have been transferred, a move
which will occur as part of a combined capital reduction and
increase.

In the first step, the company's share capital will be reduced by EUR
16,929,904 to EUR 4,232,476 by consolidating the shares in a five to
one ratio (capital write-down). In a directly subsequent step, the
share capital will be increased again to EUR 21,162,380 by way of a
non-cash capital increase through transferring the creditor
receivables (debt-to-equity swap).

As a consequence, the administration company will act as a kind of
trustee by holding 80 percent of the shares in centrotherm
photovoltaics AG for the creditors, with the residual 20 percent
remaining with existing shareholders. The administration company is
obligated to the insolvency creditors to sell the shares on the best
possible terms, settling their claims from the sale proceeds.
Depending on the sale proceeds achieved, the insolvency creditors
will potentially receive 100 percent or more satisfaction of their
original insolvency receivables.

"Compared with alternative approaches, the insolvency plan offers
advantages for all participants in the proceedings. In any case, no
creditor or shareholder will be worse off than they would be if their
assets were to be sold in a normal procedure," Hoefer emphasized.

The insolvency plan also includes a number of regulations which
should ensure successful implementation as far as possible. These
include that the satisfaction of the insolvency plan is supervised by
court-appointed administrator Prof. Martin Hörmann. The creditor
committee will also continue, monitoring the sale of the shares by
the administration company, in particular.

"A settlement of interests as with this plan sets an example of how
companies can be reorganized as intended and supported by legislators
with the German Act Relating to the Further Simplification of the
Reorganization of Companies (ESUG). As a consequence, we have needed
only a few months to make a globally operating and listed group fit
again for the future, achieving a fair settlement of interests in the
process," was the assessment of administrator Prof. Martin Hörmann.
"On this scale, it sets a unique precedent in Germany to date."

"This is the result of hard and committed work by management and
staff over recent months since the insolvency protection proceedings
were applied for in July 2012. We have proceeded very successfully
with the strategic, structural and operational reorientation of the
centrotherm Group, and better than expected given an ailing market
for photovoltaic products," noted CEO Jan von Schuckmann. "The
company enjoys secure medium-term financing, making it a reliable
partner for both customers and suppliers. We have done our homework
in a difficult sector environment."

The works council, which was established a few days ago with the
support of the Management Board, also ensures the involvement of
employees in the "new centrotherm" in the future. The centrotherm
Group's new strategic orientation includes a concentration on its
core business of production technology for thermal surface processes
in the photovoltaic industry, with a focus on solar cells. As the
second pillar, the semiconductors area, which offers a long-term
sales revenue potential of EUR 100 million to EUR 150 million, is to
be further established and expanded. Here, centrotherm already enjoys
an established market position with competitive products.

The Group structure has also been organized on a significantly more
streamlined, cost-effective and efficient basis through concentrating
centrotherm photovoltaics AG's competences at its Blaubeuren site.
"We have become more efficient and powerful in all areas, thereby
creating good preconditions for our fresh start. Our employees'
expertise is our most valuable asset," von Schuckmann notes.

The changes at Management Board level which have already been
announced also become effective with the approval of the insolvency
plan at the end of January. Dr. Dirk Stenkamp, who, as COO of
centrotherm photovoltaics AG, has been responsible to date for the
Operations area and the major project in Qatar, will leave the
company to devote himself to new professional challenges. Dr. Peter
Fath and Dr. Thomas Riegler will also step down from centrotherm
photovoltaics' Management Board as of January 31, 2013. Dr. Fath, who
has been Chief Technology Officer to date, will remain attached to
the company in another function with his technology expertise and
excellent network of contacts at international research institutions,
and will continue to support and drive ahead with activities in the
MENA region and with contractual negotiations at the large-scale
project in Algeria, among other activities. Dr. Riegler, who has been
centrotherm photovoltaics AG's CFO to date, will continue to act as a
consultant to the company until the successful conclusion of
important restructuring projects such as the preparation of the
debt-to-equity swap, the optimization of internal processes and the
SAP rollout.

About centrotherm photovoltaics AG centrotherm photovoltaics AG,
which is based at Blaubeuren, Germany, is a globally leading
technology and equipment provider for the photovoltaics sector. The
company equips well-known solar companies and new sector entrants
with turnkey production lines and single equipment to manufacture
silicon, and crystalline solar cells and modules. As a consequence,
the Group possesses a broad and well-founded technological basis, as
well as key equipment at practically all steps of the photovoltaics
value chain. centrotherm photovoltaics is currently listed in the
Prime Standard on the Frankfurt Stock Exchange, although it will
switch to the General Standard of the Regulated Market as of March 1.

Further inquiry note:
Contact:
Nathalie Albrecht
Manager Public and Investor Relations
Tel: +49 7344 918-6304
E-mail: nathalie.albrecht@centrotherm.de

end of announcement euro adhoc
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company: centrotherm photovoltaics AG
Johannes-Schmid-Str. 8
D-89143 Blaubeuren
phone: +49 (0) 7344 91880
mail: info@centrotherm.de
WWW: http://www.centrotherm.de
sector: Energy
ISIN: DE000A0JMMN2
indexes: Prime All Share, GEX, ÖkoDAX
stockmarkets: free trade: Berlin, München, Hamburg, Düsseldorf, Stuttgart,
regulated dealing/prime standard: Frankfurt
language: English