”NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.“
"This document does not contain or constitute an offer to sell or a solicitation of any offer to buy securities in the United States or in any other jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make an offer or solicitation. The securities of Meyer Burger Technology Ltd have not been and will not be registered under the United States securities laws and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither Meyer Burger Technology Ltd nor its shareholders intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States."
Meyer Burger Technology Ltd announces motions to the General Meeting of Shareholders 2013
Meyer Burger Technology Ltd (SIX Swiss Exchange: MBTN) published today the agenda items and motions of the Board of Directors to the ordinary General Meeting of Shareholders, which will be held on 25 April 2013. The Board of Directors proposes the following:
Approval of the annual report, the annual financial statements and the consolidated financial statements 2012
The Board of Directors proposes to approve the annual report, annual financial statements and consolidated financial statements for the business year 2012.
Use of balance sheet profit
The Board of Directors proposes to carry forward the balance sheet profit of TCHF 302,402 that is at the disposal of the Shareholders’ Meeting.
Release of the members of the Board of Directors and Management Board (“Entlastung”)
The Board of Directors proposes to release the members of the Board of Directors and of the Management Board for the business year 2012.
Election of the members of the Board of Directors
The Board of Directors proposes to re-elect Rudolf Samuel Güdel and Prof Dr Konrad Wegener as members of the Board of Directors for a period of three years each. The elections will be held as individual elections.
Election of auditors
The Board of Directors proposes to re-elect PricewaterhouseCoopers Ltd, Bern, as auditors for another year.
Ordinary capital increase
The Board of Directors proposes to increase the share capital of CHF 2,407,150.90 through the issuance of up to 48,200,000 new shares with a nominal value of CHF 0.05 each, up to a maximum amount of CHF 4,817,150.90. The definitive proposed nominal value of the capital increase and the definitive proposed amount of shares to be issued will be published at the day of the Shareholders’ Meeting and such proposal will be submitted to the Shareholders’ Meeting for approval.
A banking syndicate committed, subject to customary conditions, to firmly underwrite all new shares that will be issued in conjunction with the capital increase. The new shares shall be offered to the existing shareholders through subscription rights. The subscription rights are expected to be tradable on SIX Swiss Exchange from 29 April to 6 May 2013. The exercise period of the subscription rights is expected to be from 29 April to 7 May 2013 (12:00 noon CEST). Further details to the various dates are available in the following table.
Expected timetable of the capital increase
25 April 2013
Before 7:30 a.m. CEST: press release regarding the final conditions of the capital increase (in particular number of new shares, subscription ratio and offer price of the new shares)
10:00 a.m. CEST: start ordinary General Meeting of Shareholders of Meyer Burger Technology Ltd
Following the ordinary General Meeting: press release regarding the resolutions of the Shareholders Meeting
26 April 2013
After close of trading on SIX Swiss Exchange: Record date for determination of existing shareholders for the entitlement of subscription rights.
Shareholders that acquire shares after the record date will acquire shares without entitlement to subscription rights.
29 April 2013
Start of trading in subscription rights and start of the rights exercise period
06 May 2013
End of rights trading period
07 May 2013
12:00 noon CEST: end of rights exercise period
After close of trading on SIX Swiss Exchange: press release regarding the number of exercised subscription rights
08 May 2013
First day of trading in the new shares
13 May 2013
Settlement and delivery of the new shares against payment of the offer price
For further information:
Werner Buchholz
Head of Corporate Communications
Phone +41 (0)33 221 25 06
werner.buchholz@meyerburger.com
Ingrid Carstensen
Corporate Communications
Phone +41 (0) 33 221 28 34
ingrid.carstensen@meyerburger.com
About Meyer Burger Technology Ltd
www.meyerburger.com
Meyer Burger is a leading global technology Group specialising on innovative systems and processes based on semiconductor technologies. The Group’s focus is on photovoltaics (solar industry) while its competencies and technologies also cover important areas of the semiconductor and the optoelectronic industries as well as other selected high-end markets based on semiconductor materials. The Group currently employs over 2,000 people across three continents. Over the past ten years, Meyer Burger has risen to the forefront of the photovoltaic market and established itself as an international premium brand by offering superior precision products and innovative technologies.
The Group’s offering in systems, product equipment and services along the photovoltaic value chain includes the manufacturing processes for wafers, solar cells, solar modules and solar systems. Meyer Burger provides substantial added value to its customers and clearly differentiates itself from its competitors by focusing on the entire value chain.
The Group’s comprehensive product portfolio is complemented by a worldwide service network with spare parts, consumables, re-grooving services, process know-how, customer support, after-sales services, training and other services. Meyer Burger Group is represented in Europe, Asia and North America in the respective key markets and has subsidiaries and own service centres in China, Germany, India, Japan, Korea, the Netherlands, Switzerland, Singapore, Taiwan and the USA. The Group is also working intensively to develop new markets such as South America, Africa and the Arab region. The registered shares of Meyer Burger Technology Ltd are listed on SIX Swiss Exchange (Ticker: MBTN).
This document does neither constitute an offer to buy or to subscribe for securities of Meyer Burger Technology Ltd nor a prospectus within the meaning of applicable Swiss law (i.e. Art. 652a or Art. 1156 of the Swiss Code of Obligations or Art. 27 et seq. of the SIX Swiss Exchange Listing Rules). Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of Meyer Burger Technology Ltd solely based on the official offering circular and listing prospectus (the "Offering Memorandum") which is expected to be published as of 26 April 2013 by Meyer Burger Technology Ltd.
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Meyer Burger Technology Ltd assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. The Meyer Burger Technology Ltd shares have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the Meyer Burger Technology Ltd shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.
The Meyer Burger Technology Ltd shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Meyer Burger Technology Ltd shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC, as amended, (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State representing legal entities which are authorized or regulated to operate in the financial markets, or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities and legal entities qualifying as qualified investors within the meaning of the Prospectus Directive.
In Australia, this document is for distribution only to "sophisticated investors" or "professional investors" (within the meaning of section 708(8) and section 708(11), respectively, of the Corporations Act 2001 (Cth) (Corporations Act)). Any person or entity receiving this document represents and warrants that if it is in Australia it is either a professional or sophisticated investor and that it will not distribute this document to any other person. This document does not constitute an offer, or an invitation to purchase or subscribe for the securities offered by this document except to the extent that such an offer or invitation would be permitted under Chapter 6D of the Corporations Act without the need for a lodged disclosure document. This report does not take into account your particular investment objectives, financial situation or needs. Before making an investment in securities of Meyer Burger Technology Ltd, you should consider whether such an investment is appropriate to your particular investment objectives, financial circumstances and needs, and consult an investment adviser if necessary.
