Convocation of Extraordinary General Meeting to resolve on ordinary capital reduction and capital increase
• Good progress in restructuring since the beginning of the year and further progress expected
• Operational and financial improvements continue in the fourth quarter; slower recovery of China business delays adjusted EBIT break-even to early 2020 • Capital reduction and capital increase for further
Munich, November 22, 2018: Since the beginning of the year, windeln.de SE ("windeln.de", "Company" or "Group") has already made good progress in restructuring the company and will continue to do so. However, break-even based on adjusted EBIT will take a year longer than originally planned for early 2019. This is mainly due to the Chinese business, which, despite significant improvements in the fourth quarter, is not yet at the previous year's level. Therefore, the Management Board resolved to convene an Extraordinary General Meeting for January 9, 2019 in order to resolve on an ordinary capital reduction in the course of a share split at a ratio of 10 : 1 for the Company's shares and thus enable the Group to carry out a capital increase. In addition, the Management Board will propose to resolve on a capital increase of the share capital with subscription rights. The aim of these measures is to finance the further restructuring of the Group.
Good progress in restructuring since the beginning of the year
Since the beginning of the year, windeln.de has successfully implemented several efficiency and profitability measures, including the sale of the unprofitable business in Eastern Europe and the closure of the loss-making Italian shop. These measures have an annual positive impact on EBIT of EUR 5 to 6 million. In addition, the management team was downsized, the business units in all countries were restructured and the headcount was reduced from more than 400 to 218 active full-time equivalents (FTEs) as of September 30, 2018. In addition, a new pricing mechanism, a new search function, a pregnancy app, a baby starter box and new product categories were introduced. The product margins of the businesses in the DACH region and the rest of Europe increased by more than 2 percentage points. Other selling and administrative expenses (F&A expenses) improved from an average of EUR 8.1 million per quarter in 2017 to EUR 5.3 million in the third quarter of 2018. Net working capital was reduced from EUR 10.6 million to EUR 6.8 million as of September 30, 2018. Cash outflow decreased from EUR -23.4 million in 2018 in the first nine months of 2017 to EUR -17.9 million in the same period of 2018.
Further progress planned for both Chinese and European business
The Chinese business, which was affected by temporarily stricter customs controls and product launches in the second and third quarters of this year, has begun to gradually improve again. In addition to this recovery, the company is pursuing a product and sales diversification strategy: windeln.de will add the new category "Beauty", one of the largest and fastest growing categories in cross-border e-commerce after China, as well as other market platforms in 2019. In this context, a second permanent customs warer will be opened in China at the beginning of 2019. The implementation of these strategic projects will further strengthen the company's offering for China and help the Chinese business to gradually recover to the previous year's level. The European business is expected to further improve through the expansion of product categories, further reductions in VVG costs, organizational improvements and the planned relocation of the central warehouse in 2020.
Operational and financial improvements in the fourth quarter of 2018; Break-even based on adjusted EBIT expected for early 2020
For the current fourth quarter, the Group expects sales growth in the double-digit percentage range compared to the third quarter of this year, mainly due to important sales events in China (11.11. and 12.12.) and in Europe (Black Friday) as well as the Christmas business. In addition, the Group expects further structural improvements in margins, F&A expenses and improved net working capital in the current quarter. However, the full recovery of profitable Chinese business to the previous year's level will take longer. As a result, the Company expects the break-even based on adjusted EBIT to be postponed by one year to the beginning of 2020.
Capital reduction and capital increase with subscription rights
In order to finance the further restructuring, the Executive Board has decided to convene an Extraordinary General Meeting on January 9, 2019 in order to resolve on an ordinary capital reduction through a reverse share split in accordance with Section 222 et seq. of the German Stock Corporation Act (AktG). As a result of the capital reduction, the company's current share capital will be reduced by EUR 28,022,823.00 from EUR 31,136,470.00 to EUR 3,113,647.00. The difference of EUR 28,022,823.00 is used to offset losses. The sum of equity and the balance sheet remain unchanged.
The issued 31,136,470.00 registered shares of the Company will be combined at a ratio of 10 : 1 (reverse share split). As a result, a new share will be created from ten existing shares and the calculated share price will exceed EUR 1.00, which is the statutory minimum issue price for capital increases under the German Stock Corporation Act (AktG). The capital reduction has no influence on the valuation of the company.
In addition, the Management Board will propose to the Extraordinary General Meeting that a capital increase of the existing share capital with subscription rights be approved, which is aimed at proceeds in the high single-digit million euro range. Major shareholders of windeln.de have signaled that they would participate in such a capital measure. The subscription period begins with the effective date of the capital reduction by entry in the commercial register.
The full invitation to the Extraordinary General Meeting of windeln.de including the agenda, will be published next week in the Federal Gazette and on the Group's website.