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Leclanché S.A.

Earnings Release Jan 24, 2012

919_rns_2012-01-24_25e19169-2033-4772-973b-48d059a6308e.html

Earnings Release

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News Details

Ad-hoc | 24 January 2012 07:15

Leclanché announces details of capital increase to raise up to CHF 30 million

Leclanché SA / Key word(s): Capital Increase

24.01.2012 07:15

Release of an ad hoc announcement pursuant to Art. 53 KR

Not for release, publication or distribution in the United States of
America, Canada, Japan or Australia

Leclanché
Press Release

Leclanché announces details of capital increase to raise up to CHF 30
million

  • A discounted rights offering of up to 2,311,322 new registered shares
    and up to 2,311,322 warrants to purchase up to 1,155,661 additional new
    registered shares

  • The new shares and the warrants are offered together as units
    consisting of one new share and one warrant at a price of CHF 13 per
    unit

  • Starlet Investment AG has agreed to acquire and exercise 1,232,175
    subscription rights from The Energy Holding AG and GermanIncubator
    Erste Beteiligungs GmbH, resulting in gross proceeds of CHF 11.4
    million

  • Received additional commitments corresponding to gross proceeds of up
    to CHF 6.4 million, resulting in total commitments of more than half of
    the maximum transaction size

Yverdon-les-Bains, January 24, 2012 - The Board of Directors of Leclanché
S.A. (SIX Swiss Exchange: LECN), a Swiss company specialized in the
production of large-format lithium-ion cells and energy storage solutions,
resolved on January 23, 2012 to conduct a capital increase to raise up to
CHF 30 million by offering subscription rights to existing shareholders in
a discounted rights offering. Starlet Investment AG has agreed to acquire
and exercise 1,232,175 subscription rights from the two largest
shareholders of Leclanché, The Energy Holding AG and GermanIncubator Erste
Beteiligungs GmbH, resulting in gross proceeds of CHF 11.4 million. In
addition, Leclanché has received commitments corresponding to gross
proceeds of up to CHF 6.4 million, resulting in total commitments of more
than half of the transaction size.

Leclanché proposes the issuance of up to 2,311,322 new registered shares
with a nominal value of CHF 5 each and up to 2,311,322 warrants to purchase
up to 1,155,661 additional new registered shares with a nominal value of
CHF 5 each between February 6, 2012 and August 6, 2012 at a strike price of
CHF 16 per new registered share. The new shares and the warrants are
offered together as units consisting of one new share and one warrant at a
price of CHF 13 per unit.

Of the up to 2,311,322 new registered shares offered, 750,000 will be
issued by way of an ordinary capital increase based on the resolution of
the Extraordinary Shareholders Meeting of Leclanché held on November 8,
2011 and up to 1,561,322 shares will be issued from Leclanché's existing
authorized capital. The up to 1,155,661 new shares to be issued upon
exercise of the offered warrants will be created from Leclanché's existing
conditional capital.

Existing shareholders of Leclanché will receive one right for each existing
share held on the record date, which is expected to be after close of
trading on January 25, 2012. The subscription ratio will be 7 to 5, i.e.
seven rights entitle the holder thereof to purchase five units consisting
of one new share and one warrant each, subject to restrictions under
applicable law.

Two warrants will grant the holder thereof the right to purchase one new
share at the strike price of CHF 16 per new share at any time during the
warrant exercise period which is expected to run from February 6, 2012
until 12:00 noon (CEST) on August 6, 2012. The warrants are expected to be
traded on the SIX from February 6, 2012 until and including August 3, 2012.
Subscription rights are expected to be traded on the SIX Swiss Exchange
from January 26, 2012 until and including January 31, 2012.

To purchase units of new shares and warrants, holders of subscription
rights must exercise subscription rights between January 26, 2012 and 12:00
noon (CET) on February 1, 2012. Any units of new shares and warrants for
which the subscription rights have not been validly exercised may be
offered by Leclanché through Bank am Bellevue, the Lead Manager to new
investors by way of a public offering in Switzerland and private placements
outside the United States of America at the offer price. The listing and
first trading day of the new registered shares and the warrants is expected
to be February 6, 2012. Delivery of the new registered shares and the
warrants against payment of the offer price is expected to occur on
February 6, 2012.

Commitments of up to CHF 17.8 million already received

As in Leclanché's previous rights offerings in 2009 and 2010, The Energy
Holding AG and GermanIncubator Erste Beteiligungs GmbH, Leclanché's two
largest shareholders, have each communicated to Leclanché that they will
not exercise their subscription rights (corresponding to 38.1% of all
subscription rights). The Energy Holding AG and GermanIncubator Erste
Beteiligungs GmbH have agreed to transfer subscription rights corresponding
to 880,125 units to Starlet Investment AG, which has agreed to exercise
such subscription rights and purchase the corresponding units, which
correspond to aggregate gross proceeds of CHF 11.4 million.

In addition, Leclanché has received commitments to exercise subscription
rights and purchase units corresponding to additional aggregate gross
proceeds of CHF 4.3 million and Starlet Investment AG has agreed to
purchase additional units corresponding to additional aggregate gross
proceeds of up to CHF 2.1 million to the extent necessary to achieve the
minimum gross proceeds from the offering of CHF 21 million. In connection
with the transactions described above, Leclanché has agreed to propose to
its ordinary shareholders meeting in 2012 a representative of Starlet
Investment AG for election as a member of the Board of directors of
Leclanché.

The Energy Holding AG and GermanIncubator Erste Beteiligungs GmbH have also
agreed to a customary lock-up for 180 days regarding existing Leclanché
shares held.

Leclanché intends to use the proceeds from the sale of the offered shares
and the warrants in the offering to fund its liquidity needs including the
increase of its working capital in connection with the expansion of its
production capacity. It will also serve to fund the last installments of
its first mass production line for large-format lithium-ion cells and to
fund its upgrade in relation to the production of the larger 17300-format
lithium ion-cells, resulting in an installed annual capacity of
approximately 1 million cells or 76 MWh in lithium-ion titanate cells, as
well as other costs related to its ramp-up and for general corporate
purposes.

Construction of the first mass production line for large-format lithium-ion
cells is ongoing and on track. It is expected to commence commercial
production by the end of the second quarter of 2012. This production line
will be able to produce the larger 17300-format lithium-ion cells. This is
important for Leclanché's strategy to expand its stationary storage product
portfolio beyond home storage and to enter the grid and industrial electric
energy storage markets, where much larger capacities and therefore larger
cell formats are required. To support this strategy and address this
market, Leclanché will use its larger 17300-format lithium-ion cells in
'container'-size storage modules.

On December 23, 2011, Leclanché also announced its intention to collaborate
with Talesun Solar, a leading Chinese manufacturer of high quality solar
cells and modules to provide a joint solution for the efficient generation
and storage of solar energy. Leclanché intends to realize with Talesun
Solar a first project in southern Europe in 2012 using container-size
storage modules.

On December 23, 2011, Leclanché announced its intention to collaborate with
Beijing-based Unipower, one of the leading manufacturers of large-format
lithium-ion cells in Asia. The parties intend to conclude a cooperation
agreement until 30 June 2012. With the planned cooperation Leclanché
intends to gain access to cost-efficient, locally sourced raw materials for
the production of large-format lithium-ion cells, thus allowing an
improvement of the cost of stored energy per KWh

Third quarter 2011 results in line with expectations - update on liquidity

As of September 30, 2011, total consolidated revenues reached CHF 9.8
million, a 9.3% decline compared to CHF 10.8 million in the first nine
months of 2010. The loss for the period decreased by 1% to CHF 7.7 million
in the nine months ended September 30, 2011 from CHF 7.8 million in the
corresponding period in 2010. Cash and short-term deposits decreased by 75%
to CHF 7.3 million as at September 30, 2011 from CHF 28.6 million as at
December 31, 2010. Total equity decreased by 28% to CHF 29.2 million as at
September 30, 2011 from CHF 40.6 million as at December 31, 2010.

Net cash used in operating activities (negative operating cash flow)
increased by 32% to CHF 10.8 million in the nine months ended September 30,
2011 from CHF 8.2 million in the corresponding period in 2010. Net decrease
in cash and cash equivalents was CHF 21.4 million in the nine months ended
September 30, 2011. Cash and short term deposits decreased to CHF 2.6
million as at December 31, 2011 from CHF 7.3 million as at September 30,
2011. As at January 23, 2012, cash and short term deposits were CHF 2.4
million.

Orders in hand increased to CHF 29.8 million as at September 30, 2011, from
CHF 7.2 million as at September 30, 2010. These orders in hand will be
delivered between 2012 and 2015.

About Leclanché

Leclanché specializes in the production of tailor-made energy storage
solutions. Leclanché's strategy is to expand its position as one of the
leading lithium-ion cell producers and solution providers for lithium-ion
electric energy storage systems for the storage of renewable energy in
Europe. Its initial strategic priority is on stationary home electric
energy storage applications and on expanding into the stationary industrial
and grid electricity storage markets. Through participation in research
consortia focusing on off-road and auto-motive applications, Leclanché
intends to remain in a position to take advantage of new market
opportunities.

Through a licensed ceramic separator technology and focus on
lithium-titanate technology, Leclanché manufactures large-format
lithium-ion cells optimized for safety and cycle-life in a fully automated
production process. Leclanché currently operates a fully automated pilot
production line with an installed annual production capacity of up to 4 MWh
in large-format lithium-ion cells. By the end of the second quarter of
2012, Leclanché expects to commence commercial production on its first mass
production line with an installed annual capacity of up to 76 MWh in
lithium-titanate cells.

Leclanché was founded in 1909 in Yverdon-les-Bains. Through the integration
of a spin-off from the Fraunhofer-Gesellschaft in 2006, the company
developed from being a traditional battery manufacturer to becoming a
leading developer and manufacturer of lithium-ion cells in Europe.
Leclanché currently employs 120 staff and recorded revenues of CHF 15.1
million in 2010. The company has its headquarters in Yverdon-les-Bains
(Switzerland) and has production facilities in Willstätt (Germany).
Leclanché is listed on the SIX Swiss Exchange (LECN).

Media contact:

Christophe Lamps, Dynamics Group S.A.: Telephone: +41 79 476 26 87,
[email protected]

Contact for German media:

Markus Wieser, CNC AG: Telephone: +49 89 599 458 114,
[email protected]

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.

This document constitutes neither an offer to sell nor a solicitation to
buy any securities. It does not constitute a prospectus pursuant to art.
652a and/or 1156 of the Swiss Code of Obligations or art. 27 et seq. of the
SIX Swiss Exchange Listing Rules. A decision to invest in shares of
LECLANCHE S.A. should be based exclusively on the issue and listing
prospectus published by the company for such purpose.

This press release and the information contained herein are not for
distribution in or into the United States of America and must not be
distributed to U.S. persons (as defined in Regulation S of the U.S.
Securities Act of 1933, as amended ('Securities Act')) or to publications
with a general circulation in the United States. This press release does
not constitute an offer to sell or a solicitation of an offer to purchase
any securities in the United States. The securities of LECLANCHE S.A. have
not been and will not be registered under the Securities Act and may not be
offered, sold or delivered within the United States or to U.S. persons
absent registration under or an applicable exemption from the registration
requirements of the Securities Act. There will be no public offer of
securities of LECLANCHE S.A. in the United States.

This press release is directed only to persons (i) who are outside the
United Kingdom or (ii) who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the
'Order') or (iii) who fall within Article 49(2)(a) to (d) ('high net worth
companies, unincorporated associations, etc.') of the Order (all such
persons together being referred to as 'Relevant Persons'). Any person who
is not a Relevant Person must not act or rely on this communication or any
of its contents. Any investment or investment activity to which this
communication relates is available only to relevant persons and will be
engaged in only with Relevant Persons.

A copy of the offering and listing prospectus can be obtained free of
charge at Bank am Bellevue AG, Seestrasse 16, CH-8700 Küsnacht, Switzerland
(telephone number: +41 44 267 67 70; fax: +41 44 267 67 50; email:
[email protected]).

24.01.2012 News transmitted by EquityStory AG.
The issuer is responsible for the contents of the release.

EquityStory publishes regulatory releases, media releases on the capital
market and press releases.
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for over 1'300 listed companies.
The Swiss news archive can be found at www.equitystory.ch/news


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: [email protected]
Internet: www.leclanche.com
ISIN: CH0016271550, CH0110303119
Swiss Security Number: 812950 , A1CUUB
Listed: SIX

End of Announcement EquityStory News-Service


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