DGAP-Adhoc: SolarWorld AG: Extraordinary shareholders' meeting consents to the measures for the group's balance-sheet

DGAP-Adhoc: SolarWorld AG: Extraordinary shareholders' meeting consents to the 
measures for the group's balance-sheet restructuring with 99.1 percent

SolarWorld AG  / Key word(s): AGM/EGM/Miscellaneous

07.08.2013 22:36

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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Today's extraordinary shareholders' meeting of SolarWorld AG in Bonn
approved the package of measures for the company's balance-sheet
restructuring as proposed by the Management Board and the Supervisory Board
with 99.1 percent. The holders of the two notes of SolarWorld AG (6.375 %
note 2011/2016 with a total nominal amount of EUR 150 million [ISIN
XS0641270045] and the 6.125 % note 2010/2017 with a total nominal value of
EUR 400 million [ISIN XS0478864225]) consented to the company's proposals
on financial restructuring on August 5 and 6, 2013 respectively.
Today, the shareholders of SolarWorld AG have adopted, among others, the
following resolutions:

a) The share capital of SolarWorld AG, which presently amounts to EUR
111,720,000.00 and is divided into 111,720,000.00 bearer shares, with a
proportionate amount of the share capital of EUR 1.00 attributable to a
single share, will be reduced by EUR 110,975,200.00 to EUR 744,800.00. The
capital reduction will be performed pursuant to the regulations regarding
simplified capital reduction in §§ 229 et seq. AktG by the ratio 150:1 in
order to settle impairments and to cover other losses totalling EUR
110,975,200.00. The capital reduction will be effected by consolidating 150
bearer shares into one bearer share.

b) Subsequently, the company's share capital will be increased by EUR
14,151,200.00 from EUR 744,800.00 to EUR 14,896,000.00 against
contributions in kind and 14,151,200 new shares will be issued under
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 notes of the
2010/2017 6.125 % note with a total nominal amount of EUR 400 million (ISIN
XS0478864225) and (ii) the outstanding individual note of the 2011/2016
6.375 % note with a total nominal amount of EUR 150 million (ISIN
XS0641270045) (collectively referred to as the 'Bonds') - which are
transferred to WGZ BANK AG Westdeutsche Genossenschafts-Zentralbank,
Düsseldorf, as the settlement agent ('WGZ BANK'). In addition, the
contributions in kind are (iii) a portion in the amount of about 55 % of
the outstanding assignable loans, as well as a portion in the amount of 40
% of the secured loan claims of European Investment Bank, Luxemburg, which
total approx. EUR 213.9 million and will be assigned to Itom Investment
S.à.r.l., Luxemburg. WGZ BANK as the settlement agent and Itom Investment
S.à.r.l. are admitted to the subscription and assumption of the new shares.

c) As consideration in addition to the new shares in the company to be
granted to WGZ BANK as the settlement agent, the company will transfer the
following notes to WGZ Bank without any further consideration:

i) All individual notes under a new secured bond totalling EUR
174,844,355.15 subject to the obligation that WGZ BANK as the settlement
agent will offer these to the holders of the 2010/2017 notes for purchase,
and

ii) all individual notes under a new secured note totalling EUR
61,244,814.54 subject to the obligation that WGZ BANK as the settlement
agent will offer these to the holders of the 2011/2016 note for purchase.
The implementation of the restructuring (Closing) - including execution of
the capital increase by way of contributions in kind - is subject to
certain legal and economic terms and conditions. The Management Board
assumes that the Closing, including the capital increase in kind, will take
place in the period from November 2013 to February 2014.

Furthermore, the extraordinary general meeting reelected Dr. Claus
Recktenwald as chairman of the Supervisory Board and Dr. Georg Gansen as
member of the Supervisory Board. Mr. Marc M. Bamberger was elected as new
member of the Supervisory Board. The previous member Dr. Alexander von
Bossel did not run again and has resigned as of the conclusion of the
general meeting on  August 7, 2013.

Dr. Claus Recktenwald, chairman of the Supervisory Board of SolarWorld AG,
announced at the extraordinary general meeting that the appointment of
Dr.-Ing. E. h. Frank Asbeck, chairman and CEO of SolarWorld AG, will be
extended by five more years until January 9, 2019.

Bonn, August 7, 2013

SolarWorld AG
The Management Board


07.08.2013 DGAP's Distribution Services include Regulatory Announcements,
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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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