Singulus noteholders and shareholders approve restructuring proposal

By Caroline Salls

Pittsburgh, Feb. 16 – Singulus Technologies AG’s noteholders approved its restructuring at a second meeting held Monday, according to a news release.

According to a separate news release, the company’s shareholders also voted to approve the restructuring at an extraordinary general meeting on Tuesday.

However, Singulus said some of the noteholders and shareholders objected to the resolutions, so it now has to wait to find out whether those noteholders and shareholders will file an avoidance action. The company said it is confident that any avoidance actions will be overridden in fast-track proceedings.

Singulus said in December that it reached an agreement on the structure of a financial restructuring with the joint representative of the holders of the €60 million of its 7¾% partial bearer notes 2012/2017.

Restructuring proposal

Under the proposal, the bonds will be transferred to a bank as a settlement agent in exchange for acquisition rights.

For each partial bearer note the bondholders will receive the right to acquire either 96 new shares in the company or, depending on the bondholder’s election, a cash compensation based on the proceeds received by the settlement agent upon the sale of the unsubscribed new shares, as well as a right to acquire either two partial bearer notes of a newly issued, secured bond of the company with a nominal value of €100 each or a cash compensation based on the proceeds received by the settlement agent upon the sale of the unsubscribed new partial bearer notes.

The new secured bond will have a total face value of €12 million and a term to maturity of five years. The bonds will have an annual coupon of 3%. The redemption amount will increase semiannually by 1.5% to a maximum of 115% at the time of maturity.

In the case of the execution of the swap resolution, the principal claim together with the accrued interest claims under the notes would expire in the course of the capital increase by way of contribution in kind.

The bondholders were also being asked to approve a deferral of a bond interest payment until March 23, 2017, a waiver of some termination rights until March 23, 2017 and approval of a joint representative to negotiate and agree with the company on the details of a collateralization package and an increase of the interest rate for the new bond up to 4% annually.

Capital measures

Capital measures voted on by the shareholders to implement the bondholder swap resolution include a reduction in share capital from €48.93 million split into 48.93 million bearer shares with a value of €1.00 each by cancellation of 74 shares offered to the company by a shareholder and a subsequent reduction of the share capital in the course of a simplified capital reduction to cover losses by means of combination of shares.

After that reduction, capital would be increased in kind by €5.76 million by issuance of 5.76 million new bearer shares with a nominal value of €1.00 each with the exclusion of subscription rights for existing shareholders. After completion of the capital increase in kind, the existing shareholders will hold roughly 5% of the shares in the company.

To reestablish a solid equity base and to add liquid funds, Singulus said it would implement a capital increase for cash after the execution of the capital increase in kind. Specifically, the share capital of the company will be increased by up to €2.02 million to €8.09 million by means of issuance of up to 2.02 million new shares with a nominal value of €1.00 each against payment in cash.

Singulus is a Kahl am Main, Germany, manufacturer of optical disc production lines.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.