DGAP-Adhoc: SolarWorld AG reaches agreement with all debenture creditors in a further milestone of the restructuring

SolarWorld AG / Key word(s): Capital Reorganisation/Miscellaneous

18.06.2013 14:24

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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SolarWorld AG (ISIN DE0005108401) has just reached an agreement with its
debenture (Schuldschein) creditors and the holder of a secured loan on the
implementation of the restructuring of its financial indebtedness. The
supervisory board has already approved the agreement. The agreement is now
subject only to reservations of corporate body consent on the part of two
participating financial institutions; the management board assumes that
this reservation will be resolved and that the agreement will become
effective shortly. The plan contains the following key terms:

a) In the context of an extraordinary shareholders' meeting intended to be
held on 7 August 2013, in a first step, the share capital of SolarWorld
AG should be reduced by way of a simplified capital reduction involving
a consolidation of shares from its present 111,720,000 by the ratio
150:1 to 744,800 shares. Accordingly, the share capital should be
reduced from the present EUR 111,720,000 by EUR 110,975,200 to EUR
744,800.

b) It is intended that subsequently, a capital increase by way of a
contribution in kind in the amount of EUR 14,151,200 be undertaken
(along with the issue of 14,151,200 new shares) subject to the
exclusion of subscription rights of the shareholders. Upon implementing
the capital increase by way of a contribution in kind, the (existing)
shareholders will continue to hold 5 % of the Company. The
contributions in kind are (i) the outstanding individual bonds of the
2010/2017 6.125 % bond with a total nominal amount of EUR 400 million
(ISIN XS0478864225) (the '2017 Bond'), (ii) the outstanding individual
bonds of the 2011/2016 6.375 % bond with a total nominal amount of EUR
150 million (ISIN XS0641270045) (the '2016 Bond') - (both above-stated
bonds are also collectively referred to as the 'Bonds') - as well as
(iii) a portion in the amount of about 55 % of the outstanding
debenture loans, as well as a portion in the amount of 40 % of the
secured loan (these last partial claims to be contributed amount to a
total of about EUR 213.9 million). The remaining claims under the
debenture loans (about 45 %) and the secured loan (about 60 %) will
continue to exist and are to be governed by a new loan agreement
(referred to here as the 'Loan Agreement').

c) The Bonds should be reduced in the same scope as the debenture loans.
However, in respect of the Bonds, for technical reasons, the entire
bond claim is the subject of the contribution in kind. At the same
time, the Company shall therefore issue two new bonds in the amount of
about 45 % of the present bond nominal amount. Only the respective
holders of the Bonds shall be permitted to subscribe for these; these
should be listed for public trading. As a (commercial) result, the
bondholders thereby likewise only contribute about 55 % of their
claims. In the course of this, the bondholders should receive proceeds
from the sale of shares to an investor and the present chairman of the
management board (see (g) below).

d) The proposed resolutions for the bondholders' meetings - required to
take place in tandem - shall provide that each individual bond of the
above-mentioned Bonds may be exchanged (without further consideration),
namely for (i) a right to acquire the portion of the new shares in the
Company attributed to it taking into account the sale of shares to the
investor and the present chairman of the management board (see (g)
below) and - in supplement - (ii) a right to acquire an individual bond
of the Company from the respective new bond of the Company with a
nominal value of EUR 451.73 for the 2017 Bond, and of EUR 439.39 for
the 2016 Bond.

e) In the case of the intended sale of shares to the investor and the
present chairman of the management board (see (g) below), this means
that upon the full exercise of their respective acquisition rights, the
bondholders of the 2010/2017 6.125 % Bond (ISIN XS0478864225 - 2017
Bond) with a nominal value of EUR 1,000.00 shall each receive an amount
in the sum of EUR 53.52, as well as 6.77 (rounded) new shares of the
Company and, in supplement, a respective new individual bond of the
Company with the nominal amount of EUR 451.73. Upon the full exercise
of their respective acquisition rights, in this case bondholders of the
2011/2016 6.375 % Bond (ISIN XS0641270045 - 2016 Bond) with a nominal
value of EUR 1,000.00 should each receive an amount in the sum of EUR
57.84, as well as 7.31 new shares of the Company and, in supplement, a
respective new individual bond of the Company with the nominal amount
of EUR 439.39. Where individual bondholders do not exercise their
acquisition rights, or exercise these only in part, a financial
institution acting as a clearing office shall sell the new shares and
new individual bonds that are not subscribed for over or off the market
and shall disburse the net sales proceeds to the corresponding
bondholders as a cash settlement amount.

The new individual bonds and the claims under the new Loan Agreement shall
bear interest at market-standard terms and shall be secured with all of the
essential assets of the SolarWorld group. The repayment of the new
individual bonds shall take place as follows:

- With a so-called cash component after the implementation of the
restructuring in the amount of about 12 % of the nominal values of
the prior claim (corresponds to about 27 % of the nominal values of
the new bonds), which shall be paid in four tranches after the
implementation of the restructuring.

- With a final maturity repayment no later than 5 years after the
implementation of the restructuring in the amount of about 33 % of
the nominal values of the prior claim (corresponds to about 73 % of
the nominal values of the new bonds).

f) With regard to the implementation of the restructuring plan, it is
intended and required that the interest payable on 13 July 2013 in
respect of the 2011/2016 6.375% Bond (ISIN XS0641270045 - 2016 Bond) be
paid only within the grace period of 30 days from the interest payment
date after the creditors meeting approves the resolutions. In the
context of the restructuring, the interest payment should be deducted
from the repayment of the new individual bonds.

g) It is intended that in exchange for compensation, a new investor shall
acquire new shares created by the capital increase by contribution in
kind in the amount of 29 % and that the founders and the chairman of
the management board acquire a holding of 19.5 %, each of the new share
capital of SolarWorld AG; the 5 % holding of the (existing)
shareholders after the implementation of the capital increase in kind
remains unaffected. The contracts on these transactions have not yet
been entered into; it is intended that Qatar Solar S.P.C. Doha/Qatar
shall serve as investor. Sales proceeds resulting from this in the
total amount of EUR 46.0 million should flow through to the financial
creditors (including the bondholders); this is accounted for in the
amounts set out in (e).

h) The implementation of the restructuring (Closing) and the
above-mentioned payment and disbursement duties are subject to certain
legal and economic terms. The management board presently assumes that
Closing shall take place in the period from November 2013 to February
2014.

The management of SolarWorld AG assumes that by the beginning of August
2013, the required consents of the bondholders' meetings and the
shareholders' meeting can be provided.

Bonn, 18 June 2013

SolarWorld AG

The Management Board

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Language: English
Company: SolarWorld AG
Martin-Luther-King-Straße 24
53175 Bonn
Germany
Phone: +49 (0)228 - 559 20 470
Fax: +49 (0)228 - 559 20 9470
E-mail: placement@solarworld.de
Internet: www.solarworld.de
ISIN: DE0005108401, XS0641270045, XS0478864225
WKN: 510840
Listed: Regulierter Markt in Düsseldorf, Frankfurt (Prime Standard);
Freiverkehr in Berlin, Hamburg, München, Stuttgart;
Terminbörse EUREX

End of Announcement DGAP News-Service

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