German wind firm PNE to re-run AGM as board infighting escalates

PNE Wind AG, an embattled German wind park developer with institutional investor backing, is obliged to repeat its annual general meeting, after the AGM that took place earlier this month led to an acrimonious board fight and the local police being called.

The background to the fight: PNE, whose shares are traded on Frankfurt’s stock exchange, is one of Germany’s biggest wind park developers. Two years ago, it acquired WKN AG, a peer based in Husum, and issued a €100m bond to finance the transaction.

WKN itself was a major wind park developer, having sold completed facilities in France and Germany to such big investors as Allianz and KGAL, Germany’s market leader in renewable energy funds. As a result of the acquisition, former WKN owner Volker

Friedrichsen was named to PNE’s six-member board. He owns 15% of the Cuxhaven-based firm. However, earlier this year PNE announced that it would sue Friedrichsen for damages related to the takeover of WKN. It charged that prior to the deal, Friedrichsen overstated the value of the wind parks WKN had in its pipeline to obtain a higher price for his firm.

“PNE Wind is claiming damages from the Volker Friedrichsen Beteiligungs-GmbH (Friedrichsen’s investment vehicle) of approximately €6.2m and is examining further legal claims of €17m,” PNE Chief Executive Martin Billhardt said in a statement.
Billhardt, together with PNE Chairman Dieter Kuprian, also planned to have shareholders vote on the removal of Friedrichsen and two of his allies on the board at the AGM earlier this month. The firm’s management and supervisory boards own 15.6% of the shares, with the other 84.4% in free float.As the AGM unfolded on June 16 in Cuxhaven, Friedrichsen and his allies accused Kuprian and Billhardt of election fraud and the suppression of documents. Matters deteriorated to the point that Astrid Zielke, a PNE Board Member allied with Friedrichsen, called the police to have evidence of the alleged wrongdoing seized. She even filed a legal complaint with the public prosecutor for the city of Stade.

PNE described Zielke’s actions as unjustified and destructive. “Both the prosecutor in Stade and the police have said that Ms Zielke’s accusations were baseless. We are very disappointed that they came from within our board for they have served to do nothing that damage our share and cost our shareholders money,” the firm said in a statement.

The AGM ended in any case without a result and PNE was forced to schedule a repeat of the meeting. On the day after, a report on the investor portal “4investors.de” said Friedrichsen was himself considering litigation against Billhardt and Kuprian’s over their conduct during the AGM.

PNE dismissed Friedrichsen’s version of events. The firm said: “Extensive speeches and procedural motions led to an unusually long duration of the meeting – although a limitation was placed on the speaking time. Despite attempts by the Chairman to announce the results of the voting and to finish the AGM, the results could not be announced before midnight.” It added: “Allegations that PNE Wind deliberately delayed the meeting beyond midnight are baseless.”

As of August 2013, BWVA, a pension fund for doctors and veterinarians in the German state of Baden-Wurttemberg, was a big shareholder in PNE, owning just under 3%. It divested that holding, however, several months later.