Energia
Leclanché announces strategic company reorganization along with an Industrial Partnership Agreement with Eneris Group aiming at creating a leading European battery partnership
A Shareholder Letter, dated 2 of June, 2020, provides additional information from the company and is available here.
The Company's Board has negotiated and accepted an investment offer from Eneris. Eneris is a company of the Eneris Group, a leading European Cleantech player. On this basis, the Company and Eneris have signed three interrelated agreements ("Agreements"): a Loan Agreement and a Technology License Agreement – both in force since 28 of May 2020 , and an Industrial Cooperation Agreement to be effective as soon as the JVs will be formed. Through the agreements, the Company shall secure funding and resources to ensure long-term profitable growth.
Prior to the signing of the agreements with Eneris, the full Board made a determination to ensure that the agreement was in the best interest of the Company and all its shareholders. A Valuation Analysis of the new Leclanché resulting from the transaction with Eneris Group was conducted by an Independent Director of the Board. The full Board reviewed this analysis and arrived at a very clear and unanimous view that the agreement with Eneris is highly value accretive for the Company and is in the best interest of all its shareholders. On this basis, the Board of Directors approved all three agreements underpinning the overall transaction with Eneris Group.
The Board has sought and secured reasonable proof-of-funds from Eneris Group that underpins its confidence that the Group has the means to make the investments delineated under the agreements between the Companies. A phased implementation plan in line with Eneris' funding schedule gives the Company the ability to manage the risk prudently.
To launch the highly profitable and selective Build-Own-Operate (BOO) business line, the St. Kitts project has been moved from a traditional turnkey EPC contract to a BOO contract. While Leclanché will still build the project as an EPC contractor, IFRS accounting rules prevent any revenue recognition as an EPC contractor under the BOO model. This accounting requirement shall lead to a reduction of more than CHF 40 million revenue in 2019- although not lost revenue . This technical shift shall be more than offset with a revenue recognition of circa CHF 9 million average revenue per year and a positive EBITDA of more than CHF 5 million per year for a period of 20 years under the signed Power Purchase Agreement with SKELEC, the St. Kitts Electrical Utility. In addition, future projects will add their own recurring EBITDA.
The Company has already secured a Construction Loan of CHF 46 million for the St. Kitts project from a large Infrastructure Fund in New York and aims to start the Construction of this project at the earliest possible point after COVID-19 related travel restrictions are eased.
The Company plans to create a separate holding company, the "BOO HoldCo," where Leclanché S.A. shall retain a controlling majority stake. The shift to the BOO model underpins long-term profitability for the Company, the shift of the revenue due to technical accounting rules mentioned above shall also move EBITDA positive results to the year 2022. It is important to reiterate that the addition of the BOO model will add profitable growth for 20 years and further strengthen the assets in the balance sheet of the Company and make it less dependent on annual fluctuations of project revenues.
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Eneris Group is a private company dedicated to Innovation protecting the environment: "clean air, soil and water" promoting circular economy, a holistic approach and a vertical integration in the field of waste, water, energy and energy storage. It is primarily operating and developing utilities in Poland and participating in the energy transition, while its cleantech scope is pan-European. Together with its affiliates (Eneris Polbatt, Eneris Batteries & Recycling, etc.), Eneris is implementing a series of ventures and projects focusing on batteries. Its batteries portfolio is supported by European authorities and the Polish government in the framework of the European Battery Alliance and "Important Project for Common European Interest on Batteries" (IPCEI) programs, including strategic projects in terms of R&D and industrialization of the whole value chain inclusive of advanced materials, cells with improved performance and new types of cells, battery pack and module configuration, repurposing and recycling, etc. Eneris' strategy includes R&D and manufacturing plants in Poland , Germany and France .
Headquartered in Switzerland , Leclanché SA is a leading provider of high-quality energy storage solutions designed to accelerate our progress towards a clean energy future. Leclanché's history and heritage is rooted in over 100 years of battery and energy storage innovation and the Company is a trusted provider of energy storage solutions globally. This coupled with the Company's culture of German engineering and Swiss precision and quality, continues to make Leclanché the partner of choice for both disruptors, established companies and governments who are pioneering positive changes in how energy is produced, distributed and consumed around the world. The energy transition is being driven primarily by changes in the management of our electricity networks and the electrification of transport, and these two end markets form the backbone of our strategy and business model. Leclanché is at the heart of the convergence of the electrification of transport and the changes in the distribution network. Leclanché is the only listed pure play energy storage company in the world, organised along three business units: stationary storage solutions, e-Transport solutions and specialty batteries systems. Leclanché is listed on the Swiss Stock Exchange (SIX: LECN).
SIX Swiss Exchange: ticker symbol LECN | ISIN CH 011 030 311 9
This press release contains certain forward-looking statements relating to Leclanché's business, which can be identified by terminology such as "strategic", "proposes", "to introduce", "will", "planned", "expected", "commitment", "expects", "set", "preparing", "plans", "estimates", "aims", "would", "potential", "awaiting", "estimated", "proposal", or similar expressions, or by expressed or implied discussions regarding the ramp up of Leclanché's production capacity, potential applications for existing products, or regarding potential future revenues from any such products, or potential future sales or earnings of Leclanché or any of its business units. You should not place undue reliance on these statements. Such forward-looking statements reflect the current views of Leclanché regarding future events, and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. There can be no guarantee that Leclanché's products will achieve any particular revenue levels. Nor can there be any guarantee that Leclanché, or any of the business units, will achieve any particular financial results.
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