INTERSHOP Communications : adopts restructuring program to conclude cloud transformation / Notification of a loss pursuant to Section 92 (1) of the German SCA / Convening of an extraordinary General Meeting and proposal for a simplified capital reduction
10/28/2019 | 09:00am EST
DGAP-Ad-hoc: Intershop Communications AG / Key word(s): Restructure of Company/AGM/EGM
INTERSHOP Communications AG adopts restructuring program to conclude cloud transformation / Notification of a loss pursuant to Section 92 (1) of the German SCA / Convening of an extraordinary General Meeting and proposal for a simplified capital reduction
28-Oct-2019 / 14:57 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Jena, 28 October 2019 - The Management Board and the Supervisory Board of INTERSHOP Communications AG (ISIN: DE000A0EPUH1) today adopted a restructuring program, which includes (i) various cost reduction measures, (ii) the proposal of a simplified capital reduction to the extraordinary General Meeting and (iii) the planning of financing measures for 2020. The program is the completion of the transformation into a cloud provider and the basis for the future business. Shareholder Value Management AG and Shareholder Value Beteiligungen AG support the restructuring program as anchor shareholders.
The implementation of the program will entail costs in the amount of approximately EUR 1 million for which a provision has to be established. The formation of this provision and the preliminary operating result (EBIT) of EUR -4.6 million for the first nine months of 2019 announced on October 15, 2019 lead to a loss of half of the Company's share capital within the meaning of Section 92 (1) of the German SCA (Stock Corporation Act, AktG) in accordance with the provisions of the German Commercial Code (HGB). Further losses in the amount of approximately EUR 4.5 million will result from the anticipated write-down of the carrying amounts of fixed assets in the next annual financial statements. The Management Board will therefore immediately convene an extraordinary General Meeting of the company, which is expected to take place in December 2019. The Management Board will report to the Annual General Meeting on the restructuring program and will propose to restructure the balance sheet by reducing the share capital by EUR 28,388,328 from EUR 42,582,492 to EUR 14,194,164 to cover losses and to transfer a partial amount to the capital reserve by way of a simplified capital reduction. The simplified capital reduction will be linked to a reverse stock split, with three old shares being consolidated into one new share.
Further details on the restructuring program will be published in the Federal Gazette as part of the convening of the extraordinary General Meeting.