Photon Energy announces a corporate restructuring in preparation of an IPO on the main market of the WSE
23-11-2010
On the basis of advice by the company's legal and tax advisors following detailed analysis of the corporate law in the Czech Republic and Poland on 23 November 2010 the management board of Photon Energy a.s. decided to initiate a corporate restructuring. The objective of the restructuring is to put the best possible listing platform in place for the company's planned IPO and listing on the main market of the Warsaw Stock Exchange.
Due to multiple limitations in Czech corporate law, a Czech joint-stock company faces a wide range of difficulties and therefore is not an efficient vehicle for an IPO and subsequent capital markets transactions. Virtually all Czech businesses which went public during the past decade opted for listing their parent companies which were domiciled in either the Netherlands (such as AAA Auto Group N.V., Fortuna Entertainment Group N.V., New World Resources N. V and previously also Zentiva N.V.) or Luxembourg (ECM Real Estate Investments A.G. and PEGAS NONWOVENS S.A.). After careful analysis the management board of Photon Energy a.s. came to the conclusion that the Netherlands are the most suitable jurisdiction.
Based on the approved plan the corporate restructuring will encompass the following steps:
1. The founding shareholders of Photon Energy a.s., Michal Gärtner and Georg Hotar, will establish Photon Energy N.V., a joint-stock company registered in the Netherlands.
2. Michal Gärtner and Georg Hotar will contribute their combined shareholding in Photon Energy a.s., representing approximately 71.75% of the company's issued share capital, to Photon Energy N.V.
3. After obtaining all regulatory approvals Photon Energy N.V. will make an exchange offer to all remaining shareholders in Photon Energy a.s. subject to the following key principles:
a. All remaining shareholders in Photon Energy a.s. will receive the same percentage of shares in Photon Energy N.V. as they had in Photon Energy a.s. relative to Michal Gärtner's and Georg Hotar's shares
b. At the time of the exchange offer shares in Photon Energy N.V. will be listed either on the main market of the Warsaw Stock Exchange or New Connect, providing uninterrupted trading liquidity to Photon Energy a.s. shareholders
4. After Photon Energy N.V. gains full control of Photon Energy a.s. both companies will merge under the Dutch Photon Energy N.V. providing legal continuity to the legal structure under Photon Energy a.s.
The restructuring steps described above are expected to be completed by year-end 2011.
The management board of Photon Energy a.s. also approved the formation of country-specific sub-holdings for its photovoltaic investments both in the Czech Republic and Slovakia as well as the new markets Italy and Germany. To this end Photon Energy will establish four joint-stock companies in the Netherlands, which are Photon Energy Investments CZ N.V., Photon Energy Investments SK N.V., Photon Energy Investments IT N.V. and Photon Energy Investments DE N.V.
Subsequently Photon Energy a.s. will contribute its existing photovoltaic investments in the Czech Republic and Slovakia to the respective entities while new projects in Italy and Germany will be made through the respective country sub-holdings. After the merger described in point 4 above these country-specific sub-holdings will be directly owned by Photon Energy N.V.
Photon Energy a.s. will announce all steps relating to the corporate restructuring in separate EBI reports.
Legal Basis: Article 3, Section 2, Point 10 of Exhibit 3 of the Alternative Trading System Rules, as adopted by Resolution Nr. 147/2007, dated 1 March 2007, and amended by Resolution Nr. 733/2009, dated 18 December 2009, of the Warsaw Stock Exchange Management Board.
Due to multiple limitations in Czech corporate law, a Czech joint-stock company faces a wide range of difficulties and therefore is not an efficient vehicle for an IPO and subsequent capital markets transactions. Virtually all Czech businesses which went public during the past decade opted for listing their parent companies which were domiciled in either the Netherlands (such as AAA Auto Group N.V., Fortuna Entertainment Group N.V., New World Resources N. V and previously also Zentiva N.V.) or Luxembourg (ECM Real Estate Investments A.G. and PEGAS NONWOVENS S.A.). After careful analysis the management board of Photon Energy a.s. came to the conclusion that the Netherlands are the most suitable jurisdiction.
Based on the approved plan the corporate restructuring will encompass the following steps:
1. The founding shareholders of Photon Energy a.s., Michal Gärtner and Georg Hotar, will establish Photon Energy N.V., a joint-stock company registered in the Netherlands.
2. Michal Gärtner and Georg Hotar will contribute their combined shareholding in Photon Energy a.s., representing approximately 71.75% of the company's issued share capital, to Photon Energy N.V.
3. After obtaining all regulatory approvals Photon Energy N.V. will make an exchange offer to all remaining shareholders in Photon Energy a.s. subject to the following key principles:
a. All remaining shareholders in Photon Energy a.s. will receive the same percentage of shares in Photon Energy N.V. as they had in Photon Energy a.s. relative to Michal Gärtner's and Georg Hotar's shares
b. At the time of the exchange offer shares in Photon Energy N.V. will be listed either on the main market of the Warsaw Stock Exchange or New Connect, providing uninterrupted trading liquidity to Photon Energy a.s. shareholders
4. After Photon Energy N.V. gains full control of Photon Energy a.s. both companies will merge under the Dutch Photon Energy N.V. providing legal continuity to the legal structure under Photon Energy a.s.
The restructuring steps described above are expected to be completed by year-end 2011.
The management board of Photon Energy a.s. also approved the formation of country-specific sub-holdings for its photovoltaic investments both in the Czech Republic and Slovakia as well as the new markets Italy and Germany. To this end Photon Energy will establish four joint-stock companies in the Netherlands, which are Photon Energy Investments CZ N.V., Photon Energy Investments SK N.V., Photon Energy Investments IT N.V. and Photon Energy Investments DE N.V.
Subsequently Photon Energy a.s. will contribute its existing photovoltaic investments in the Czech Republic and Slovakia to the respective entities while new projects in Italy and Germany will be made through the respective country sub-holdings. After the merger described in point 4 above these country-specific sub-holdings will be directly owned by Photon Energy N.V.
Photon Energy a.s. will announce all steps relating to the corporate restructuring in separate EBI reports.
Legal Basis: Article 3, Section 2, Point 10 of Exhibit 3 of the Alternative Trading System Rules, as adopted by Resolution Nr. 147/2007, dated 1 March 2007, and amended by Resolution Nr. 733/2009, dated 18 December 2009, of the Warsaw Stock Exchange Management Board.
