The Swiss Association for the Protection of Investors (Schweizerischer Anlegerschutzverein SASV) criticises Meyer Burger Technology Ltd (MBT) for violating shareholders' rights and demands compliance with legal provisions and applicable corporate governance rules.
Minutes of the last AGM were published only after public pressure and with a delay of more than two months
Shareholder questions at the AGM have not been adequately answered to date
Major shareholder Kondrashev/Sentis with its own representative on the BoD sells a third of its stake without reporting management transactions
Shareholding in Oxford PV increased from 18.4% to 19.8% without notification
The Swiss Association for the Protection of Investors (Schweizerischer Anlegerschutzverein SASV) criticises Meyer Burger Technology Ltd (MBT) for violating shareholders' rights and demands compliance with legal provisions and applicable corporate governance.
The minutes of the Annual General Meeting of 4 May 2021 were only published on 9 July 2021 after public pressure and a delay of more than two months. The shareholder questions asked at the general meeting have not been adequately answered to date. This is particularly serious because a debt financing of EUR 185 million was completed on 16 June 2021, a CHF 80 million capital increase from authorised capital was carried out on 2 July 2021 and a EUR 145 million convertible bond was issued. These transactions were carried out without the market's knowledge of the facts requested from shareholders at the Annual General Meeting.
In Switzerland, listed companies publish the minutes of the general meeting within a few days. According to prevailing legal doctrine, the minutes must be available 20 days after the general meeting. MBT's behaviour is unprecedented for a listed company with a market capitalisation of over CHF 1 billion and damages trust in the company.
According to the law (OR 697), every shareholder has the right to demand information about the company's affairs from the board of directors at the general meeting. The Board of Directors is obliged to provide information. CEO Gunter Erfurt's short answer to four detailed and weighty questions about the financial model, in particular possible cost deviations in module production, was: "The financial model and thus the underlying financial outlook have been and are regularly reviewed". Thus, the MBT Board of Directors did not provide sufficient information to its shareholders.
Nor have the shareholders' other questions been adequately answered to date.
On 13 July 2021, the major shareholder Petr Kondrashev reported that his shareholding had fallen below the 10% threshold. The notification shows that his investment vehicle Sentis Capital PCC (Cell 3) has sold a third of its stake in MBT. Mr Kondrashev seconded his employee Mr Mark Kerekes to the MBT Board of Directors as Vice Chairman. Mr. Kerekes continues to work for Mr. Kondrashev in the capacity of Managing Director of Sentis Capital PCC. In addition, former Sentis lawyer Urs Schenker was elected to the Board of Directors at the last Annual General Meeting.
No management transactions were reported and there is a suspicion that trading was carried out during periods relevant to insider trading. In addition, presumably price-sensitive and ad hoc relevant information was withheld from shareholders and the market. The SASV calls on FINMA and SIX to investigate these circumstances.
On 26 July 2021, MBT announced that it was considering legal options against Oxford PV, which had previously terminated its strategic partnership with MBT.
In this context, MBT disclosed a shareholding of 19.77%. The initial 18.4% stake was in March 2019 and no increase has been reported since, despite Oxford PV being the largest stake and having strategic relevance. MBT is requested to clarify when and on what basis the increase took place and what financial resources were raised for this purpose.
About the Swiss Association for the Protection of Investors (Schweizerischer Anlegerschutzverein SASV):
The Swiss Association for the Protection of Investors (Schweizerischer Anlegerschutzverein SASV) was founded on 15 July 2021 in St. Gallen. Its purpose is to protect the interests of shareholders with regard to financial investments and to support them in asserting their interests under company law and economic interests. In this context, the association will also specifically promote the actions of shareholders to enforce rights against companies, their executive bodies and major and majority shareholders. This includes special audits, liability suits against the management for damages due to unfaithful business management or due to the pursuit of self-interest. In this way, a counterweight to the board of directors and major shareholders of listed companies is to be formed to protect shareholders' rights. The aim is to ensure good corporate governance on the Swiss capital market for shareholders.
The initiator of the association is Gisèle Vlietstra. She is a Swiss private investor and has already publicly advocated for shareholder rights in the past, especially in connection with MBT. Based on this experience, and as there is no real advocacy group for investors in Switzerland yet, she sees the need for an advocacy group for private investors to provide a counterweight to the board of directors and major shareholders who violate shareholder rights.
Communications with the Board of Directors of Meyer Burger and Sentis Capital are published on www.transparenz-meyerburger.com.