a Few days before the General meeting of shareholders of 2. May, the top management of the ailing Berne solar equipment supplier Meyer Burger is extremely serious, exposed the allegations. On Friday, the Liechtenstein-based involvement of a vehicle Elysium Capital, which holds claims to 0.6 percent of the shares has been filed with the Prosecutor’s office III of the Canton of Zurich and to the public Prosecutor of the Bernese Oberland, a criminal complaint against the entire Board of Directors around the outgoing President Alexander bird. It is, suspicion for the crime, there were stocks of breach of trust and bribery in the Private sector.
the Background of the display is a controversial business of Meyer Burger. The company based in Gwatt near Thun, 21. March announced that it had found with the British Oxford PV, a Partner for the development of next-Generation solar cells. To do this, Meyer Burger will participate in the Oxford PV with up to 18.8 percent. In return, the British received 62,29 million new shares created from the authorised capital of the solar supplier.
Nearly a week later, it was announced that Oxford PV was separated already from the stock. Meyer Burger announced that the share package will be placed in an accelerated book-building procedure at rates between 0.60 and 0.61 francs in the case of new investors. The books were already closed. That is, a selected circle of investors was on the 27. March purchase immediately after market closing, the new shares.
assets had been damaged
shareholders and observers such as the Zürcher Kantonalbank referred to this process as “strange” – especially as the shares had on the stock market worth much more. On the day they were traded at a closing price of 0,679 francs.
Elysium Capital complains that the Board of Directors, by the exclusion of the subscription right of the existing shareholders were harmed financially, and their shares have been diluted. The buyer of the shares had been allocated before, because they were able to acquire the securities at a discount of 7.9 cents, or 11 percent of the share price. In the criminal complaint Elysium writes: “This discount was far beyond what grant other listed companies in the case of a placement of shares on the market, the investors – usually about 2 to 3 percent.”
Elysium suspects that the Board of Directors arranged in the triangular transaction with Oxford PV, together with the Bank Credit Suisse in advance. In total, the financial damage to the existing shareholders amounts to approximately 4.9 million Swiss francs. The circle of Victims includes almost 30’000 public shareholders. Elysium says that she could call to evidence of shareholders as a witness, the were not invited to the drawing. And those that were invited, whose drawing was only partly fulfilled. Because other investors are before allocated, it is necessary to examine the possible infidelity of action in favor of third parties by the Board of Directors.
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To the Privileged who were allowed to purchase at a special price of shares, belonged, according to the criminal complaint, a member of the Board. Elysium is based on a notification from the stock exchange operator SIX. This was on 28. March known, a non-Executive member of the Board had acquired “in the context of the Accelerated-bookbuilding-procedure (placement by Oxford PV)” 704’600 shares at a price of a total of 422’760 CHF. This corresponds to a price of 0.60 Swiss francs per share. Thus, he received a cash benefit of more than 55’000 Swiss francs.
Elysium Capital expresses the suspicion, that the Board of Directors member, preferably, and in relation to his existing shares in proportion to oversized – could use to get some of the financial benefits that had been deprived of a large part of the shareholders through the withdrawal of the subscription rights. This must be qualified as a bribe. In the criminal complaint Elysium writes: “The question the Board of Directors was rewarded, that he had helped to shape a transaction that was for Oxford to be favourable.”
Meyer Burger threatens to counter-steps
Meyer Burger rejects the Elysium Capital allegations made in all the Form. “The allegations are baseless,” said spokeswoman Ingrid Carstensen. “You are not only baseless, but also out of touch with reality.” The position, the Board of Directors have had with the chosen transaction structure of third-party investors targeted to the detriment of the existing shareholders want to prefer, is “downright absurd”. The Deal had to be settled without the implementation of a subscription right increase of the authorized capital, in order not to lose time. This time pressure, Meyer Burger is justified by the high degree of fluctuation in the share price, the number of investors who speculated on falling prices, as well as with increased uncertainty because of the then impending hard Brexit and because of “activist trends in the shareholder base”. Why the buyer received the high discount of 7.9 cents, not justified by Meyer Burger.
The company also rejects the allegation as baseless, Oxford PV, to the Board of Directors a bribe or a Board of Directors have enriched themselves unlawfully. In the case of the placement of the shares, all the Directors would have acted in the best interest of the company and in accordance with the applicable provisions. The Board of Directors Elysium threatens with a legal tit-for-tat. Spokeswoman Carstensen says: “Meyer Burger reserves any and all legal steps – including criminal charges – against-Elysium Capital expressly.”
Elysium-owner Urs Fähndrich, holds multiple asset management and investment companies, will be elected at the annual General meeting to the Board of Directors of Meyer Burger. He calculates on the basis of discussions with other shareholders of its criminal connect display. And he announces that he is going to submit to another criminal complaint. This is because Meyer Burger shareholders who are not personally at the General meeting of shareholders present, to approve the ability to deny, on the independent voting rights representative additives or Amendments of shareholders. The remuneration regulation for such violations punishable by imprisonment of up to three years.
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(Sunday newspaper)
Created: 28.04.2019, 10:22 PM
