Ad hoc announcement pursuant to Art. 53 LR
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
- Meyer Burger Technology Ltd (SIX: MBTN, 'Meyer Burger' or the 'Company') today announces that it has successfully raised CHF 80 million through the placement of 155,339,805 newly issued registered shares with a nominal value of CHF 0.05 per share (the 'New Shares'), by way of an accelerated bookbuilding.
- Additionally, Meyer Burger's German subsidiary MBT Systems GmbH (the 'Issuer') successfully placed green senior unsecured guaranteed convertible bonds due 2027 in the amount of EUR 145 million (the 'Bonds').
Following the opening of its cell factory in Thalheim (city of Bitterfeld-Wolfen, Saxony-Anhalt, Germany) and the module factory in Freiberg (Saxony, Germany), the proceeds from the offerings will provide Meyer Burger with additional financial flexibility to accelerate its ongoing transformation to a leading European manufacturer of solar cells and solar modules. Meyer Burger intends to use the net proceeds from the issue of the New Shares to finance and/or refinance new investments and the net proceeds from the issue of the Bonds to finance and/or refinance new investments in Eligible Green Projects as defined by Meyer Burger's Green Financing Framework.
Gunter Erfurt, Chief Executive Officer of Meyer Burger, commented: 'With the successfully completed private placement of new shares and the green convertible bonds, which were both oversubscribed, Meyer Burger is ready to accelerate the next growth phase including the entry into the utility-scale segment.'
The Issuer and Meyer Burger have agreed to a 180-day lock-up period after the listing of the New Shares and the issuance of the Bonds, subject to waiver by the syndicate banks and customary exceptions.
Share Placement
Meyer Burger targeted to achieve gross proceeds of CHF 80 million from the placement of the New Shares, which was successfully completed. The shares were placed at CHF 0.515 per share, corresponding to a discount of approximately 4% on the Volume Weighted Average Price ('VWAP') over the last five trading days. As a result of the placement, 155,339,805 New Shares will be issued, which corresponds to approximately 6% of current share capital. The New Shares will be issued from existing authorized capital excluding the existing shareholders' pre-emptive rights. The New Shares are anticipated to be listed and admitted to trading according to the Swiss Reporting Standard on SIX Swiss Exchange on July 5, 2021. Payment and settlement is expected to take place on the same date.
Green Convertible Bonds
Meyer Burger placed Bonds with an aggregate principal amount of EUR 145 million that will be issued by the Issuer and guaranteed by the Company. The Bonds will be issued with a denomination of EUR 100,000 per Bond at 100% of their principal amount and will carry a coupon of 3.5% (initial range from 2.75%-3.5%) per annum, payable semi-annually in arrears. Unless previously converted or repurchased and cancelled, the Bonds will be redeemed at 100% of their principal amount on July 8, 2027. The Bonds will initially be convertible into approximately 247 million registered shares of Meyer Burger, sourced from shares to be newly issued from conditional share capital excluding the existing shareholders' advance subscription rights. The initial conversion price has been set at EUR 0.5868, representing a premium of 25% over the issue price of the New Shares translated into EUR using the EUR:CHF foreign exchange rate at the time of pricing.
Meyer Burger will be entitled to redeem the Bonds at their principal amount plus accrued interest in accordance with the terms and conditions of the Bonds at any time (i) on or after July 29, 2025, if the price of a Meyer Burger share is equal to or exceeds 130% of the then prevailing conversion price over a certain period or (ii) if less than 15% of the aggregate principal amount of the Bonds remain outstanding.
The settlement and payment date of the Bonds is expected to be on or around July 8, 2021. The Bonds will not be listed or admitted to trading on the SIX Swiss Exchange or any other trading venue and no application has been made to list or admit the bonds to trading. Application for the listing and trading of the Bonds may be made at a later stage.
Meyer Burger Green Financing Framework
The external review of the Framework by ISS, as second-party opinion provider, is available, together with the Framework, on the Company's web site.
Concurrent Offering of Existing Shares by the Company
Concurrently with the offering of Bonds and New Shares and at the request of the Company, the joint bookrunners have conducted a simultaneous placement of existing shares of the Company on behalf of certain subscribers of the Bonds in order to facilitate hedging for certain subscribers of the Bonds. These shares have been part of the placement of the New Shares. The Company will not receive any proceeds from the placement of these existing shares.
Contacts:
| Meyer Burger Technology AG | Dynamics Group AG |
| Anne Schneider | Andreas Durisch |
| Head Corporate Communications | Senior Partner |
| M. +49 174 349 17 90 | T. +41 43 268 27 47 |
| M. +41 79 358 87 32 | |
| anne.schneider@meyerburger.com | adu@dynamicsgroup.ch |
About Meyer Burger Technology Ltd
Meyer Burger is starting production of high-performance solar cells and solar modules in 2021. Its proprietary heterojunction/SmartWire technology enables the company to set new industry standards in terms of energy yield. With solar cells and modules developed in Switzerland and manufactured in Germany according to high sustainability standards, Meyer Burger aims to become a leading European photovoltaic company. The company currently employs around 600 people at research facilities in Switzerland, development and manufacturing sites in Germany and sales offices in Europe, the USA and Asia.
Meyer Burger was founded in 1953 in Switzerland. As a provider of production systems, the company has shaped the development of the global photovoltaic industry along the entire value chain in recent decades and has set essential industry standards. A large part of the solar modules produced worldwide today are based on technologies developed by Meyer Burger.
The registered shares of Meyer Burger Technology Ltd are listed on the SIX Swiss Exchange (ticker: MBTN).
Disclaimer
This press release may contain 'forward-looking statements', such as guidance, expectations, plans, intentions, or strategies regarding the future. These forward-looking statements are subject to risks and uncertainties. The reader is cautioned that actual future results may differ from those expressed in or implied by the statements, which constitute projections of possible developments. All forward-looking statements included in this press release are based on data available to Meyer Burger Technology Ltd as of the date that this press release is published. The company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE BEEN PREPARED BY AND ARE THE SOLE RESPONSIBILITY OF MEYER BURGER TECHNOLOGY LTD (THE 'COMPANY' OR 'GUARANTOR') AND MBT SYSTEMS GMBH (THE 'ISSUER').
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED BY ANY PERSON FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY, FAIRNESS OR COMPLETENESS.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SHARES, CONVERTIBLE BONDS OR OTHER SECURITIES IN THE ISSUER OR THE GUARANTOR (COLLECTIVELY, THE 'SECURITIES') TO ANY PERSON IN THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN ANY JURISDICTION TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IT IS NOT BEING ISSUED IN COUNTRIES WHERE THE PUBLIC DISSEMINATION OF THE INFORMATION CONTAINED HEREIN MAY BE RESTRICTED OR PROHIBITED BY LAW. IN PARTICULAR, THIS INFORMATION IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SECURITIES OF THE COMPANY OR THE ISSUER ARE NOT BEING PUBLICLY OFFERED. IN PARTICULAR, THE SECURITIES OF THE COMPANY REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA OR JAPAN. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS EXCEPT IN AN 'OFFSHORE TRANSACTION' IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR FOR THE ACCOUNT OR BENEFIT OF ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA, CANADA OR JAPAN.
THIS DOCUMENT IS NOT INTENDED TO CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE OR INVEST IN THE SECURITIES. THE SECURITIES MAY NOT BE PUBLICLY OFFERED, DIRECTLY OR INDIRECTLY, IN SWITZERLAND WITHIN THE MEANING OF THE SWISS FINANCIAL SERVICES ACT (FINSA) AND NO APPLICATION HAS OR WILL BE MADE TO ADMIT THE SECURITIES (OTHER THAN THE NEW SHARES) TO TRADING ON ANY TRADING VENUE (EXCHANGE OR MULTILATERAL TRADING FACILITY) IN SWITZERLAND. THE OFFERING OF SECURITIES IN SWITZERLAND IS EXEMPT FROM THE REQUIREMENT TO PREPARE AND PUBLISH A PROSPECTUS UNDER THE FINSA. NEITHER THIS DOCUMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE SECURITIES CONSTITUTES A PROSPECTUS PURSUANT TO THE FINSA OR ANY APPLICABLE LAWS OR REGULATIONS, AND NO OFFERING OR MARKETING MATERIAL RELATING TO THE SECURITIES MAY BE PUBLICLY DISTRIBUTED OR OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND.
IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM (EACH, A 'RELEVANT STATE'), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE 'QUALIFIED INVESTORS' WITHIN THE MEANING OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AND WITHIN THE MEANING OF THE UK VERSION OF THE PROSPECTUS REGULATION WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ('QUALIFIED INVESTORS'). IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER') OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL ONLY BE ENGAGED IN WITH SUCH PERSONS AND IT SHOULD NOT BE RELIED ON BY ANYONE OTHER THAN SUCH PERSONS.
IF LOCATED IN A RELEVANT MEMBER STATE, EACH PERSON WHO INITIALLY ACQUIRES ANY SECURITIES, AND TO THE EXTENT APPLICABLE ANY FUNDS ON BEHALF OF WHICH SUCH PERSON ACQUIRES SUCH SECURITIES THAT ARE LOCATED IN A RELEVANT MEMBER STATE, OR TO WHOM ANY OFFER OF SECURITIES MAY BE MADE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A QUALIFIED INVESTOR AS DEFINED ABOVE.
THE SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU ("MIFID II"); (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC ("IMD"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
THIS ANNOUNCEMENT MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, 'FORWARD-LOOKING STATEMENTS'. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS 'BELIEVES', 'ESTIMATES', 'PLANS', 'PROJECTS', 'ANTICIPATES', 'EXPECTS', 'INTENDS', 'MAY', 'WILL' OR 'SHOULD' OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING STATEMENTS MAY AND OFTEN DO DIFFER MATERIALLY FROM ACTUAL RESULTS. ANY FORWARD-LOOKING STATEMENTS REFLECT THE ISSUER/GUARANTOR'S CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE GROUP'S BUSINESS, RESULTS OF OPERATIONS, FINANCIAL POSITION, LIQUIDITY, PROSPECTS, GROWTH OR STRATEGIES. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE.
EACH OF THE ISSUER, THE GUARANTOR, THE BANKING SYNDICATE AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY FORWARD LOOKING STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
THE BANKING SYNDICATE ARE ACTING EXCLUSIVELY FOR ISSUER AND THE GUARANTOR AND NO-ONE ELSE IN CONNECTION WITH THE OFFERING. THEY WILL NOT REGARD ANY OTHER PERSON AS THEIR RESPECTIVE CLIENTS IN RELATION TO THE OFFERING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN ISSUER AND THE GUARANTOR FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS, NOR FOR PROVIDING ADVICE IN RELATION TO THEOFFERING, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO HEREIN.
IN CONNECTION WITH THE OFFERING OF THE SECURITIES, THE BANKING SYNDICATE AND ANY OF THEIR AFFILIATES MAY TAKE UP A PORTION OF THE SECURITIES IN THE OFFERING AS A PRINCIPAL POSITION AND IN THAT CAPACITY MAY RETAIN, PURCHASE, SELL, OFFER TO SELL FOR THEIR OWN ACCOUNTS SUCH SECURITIES AND OTHER SECURITIES OF THE ISSUER OR RELATED INVESTMENTS IN CONNECTION WITH THE OFFERING OR OTHERWISE. THE BANKING SYNDICATE, AND ANY OF THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS (INCLUDING SWAPS, WARRANTS OR CONTRACTS FOR DIFFERENCES) WITH INVESTORS IN CONNECTION WITH WHICH THE BANKING SYNDICATE AND ANY OF THEIR AFFILIATES MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SECURITIES. THE BANKING SYNDICATE DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL ORREGULATORY OBLIGATIONS TO DO SO.
NONE OF THE BANKING SYNDICATE OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO THE ISSUER OR GUARANTOR, THEIR SUBSIDIARIES OR ASSOCIATED COMPANIES, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.
