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Meyer Burger Technology Ltd publishes final terms of the planned capital increase and the final proposals to today’s Extraordinary Shareholders’ Meeting, and announces the signing of the extension of the existing bank credit facilities
Meyer Burger Technology Ltd (SIX Swiss Exchange: MBTN) publishes today the final terms of the planned capital increase of about CHF 164.5 million as well as the final proposals by the Board of Directors to today’s Extraordinary Shareholders’ Meeting in relation to the ordinary capital increase, the conditional capital (for convertible and/or option rights) and the authorised capital.
Ordinary capital increase: The Board of Directors proposes to today’s Extraordinary Shareholders’ Meeting to increase the share capital through the issuance of 456,851,800 new registered shares from previously CHF 4,568,518.00 to CHF 27,411,108.00. The new registered shares will be offered to the existing shareholders of Meyer Burger Technology AG at an offer price of CHF 0.36 per registered share. For each registered share held existing shareholders will receive five subscription rights. Each subscription right confers the right to subscribe for one new registered share.
Based on the assumption that the Extraordinary Shareholders’ Meeting will approve the proposal by the Board of Directors for the capital increase, the exercise period for the subscription rights shall be from 7 December to 15 December 2016 (12:00 noon CET). The subscription rights will be tradable on SIX Swiss Exchange from 7 December to 13 December 2016. The first trading day of the new registered shares is expected to be on 20 December 2016. The offering and listing prospectus (Offering Memorandum) for the capital increase will be published until 7 December 2016. The completion of the capital increase is subject to the condition that the gross proceeds will amount to at least CHF 160 million.
Meyer Burger has mandated Credit Suisse AG and UBS AG for the execution of the capital increase. With Veraison Capital AG and zCapital, two domestic institutional investors have committed, subject to certain conditions, to purchase up to 90.1 million unsubscribed shares, for which subscription rights have not been exercised and which could not be sold otherwise, for an aggregate amount of about CHF 32.4 million at the offer price. In addition, the company has agreed to a lock-up period of 180 days and the Board of Directors as well as Management have agreed to a lock-up of 90 days.
For the expected timetable of the capital increase see the table below.
Conditional capital (for convertible and/or option rights): On 25 November 2016, the bondholders’ meeting of the CHF 100 million convertible bond (due in 2020) has approved the proposed amendments of the terms of the convertible bond with 73.035% of the total outstanding nominal amount of the convertible bond. Therefore, the legally required majority of two-thirds has been substantially surpassed. As the conversion price will be lowered, an increase of the existing conditional capital is required to cover the conversion rights under the convertible bond with shares.
As the final amount of the new conversion price depends on the future share price of the company (during the prospective period from 3 January to 30 January 2017), the exact amount of shares for the conversion rights under the amended terms cannot be determined yet. The Board of Directors therefore proposes to the Extraordinary Shareholders’ Meeting to increase the conditional capital to the legally permissible maximum amount. The Board of Directors proposes to increase the conditional capital for conversion and/or option rights, in connection with convertible bonds, option bonds or other financial market instruments from previously CHF 440,000.00 (8,800,000 registered shares to be fully paid-in) to CHF 13,673,555.40 (273,471,108 registered shares to be fully paid-in).
Authorised capital: The Articles of Association of the company currently provide for authorised capital in an amount of CHF 240,000.00. The authorised capital was created to ensure the capability to implement new strategic projects and/or to allow for a participation of strategic partners. In order to maintain this flexibility, the Board of Directors proposes to the Extraordinary Shareholders’ Meeting to increase the existing authorised capital from previously CHF 240,000.00 (4,800,000 registered shares to be fully paid-in) to CHF 5,482,221.60 (109,644,432 registered shares to be fully paid-in). The authorised capital would therefore represent 20% of the future ordinary share capital (after the capital increase).
Furthermore, the company announced that the new credit facility agreements have been signed for the extension of the maturity of the loan secured by mortgage certificates of CHF 30 million on the building in Thun, which is due in April 2017, as well as for the extension of the maturity of the guarantee facility of now CHF 60 million by three years each. With this, the second element of the recapitalisation programme, the extension of the existing bank credit facilities, has been successfully implemented. Therefore the conditions for resolutions regarding agenda items 1 and 2 as published in the invitation to the Extraordinary Shareholders’ Meeting are fulfilled if the shareholders approve the proposals of the Board of Directors to increase the ordinary share capital and the conditional capital.
The new credit facility agreements and the amendments of the terms of the convertible bond are still subject to the capital increase being successfully concluded and, in terms of the convertible bond, to the approval of the High Court of the Canton of Berne of the amended terms of the convertible bond. The approval of the shareholders at today’s Extraordinary Shareholders’ Meeting is therefore indispensable for a successful completion of the recapitalisation programme.
Expected further timetable of the capital increase
02 December 2016
10.00 am CET: Start of Extraordinary Shareholders‘ Meeting of Meyer Burger Technology Ltd.
Following the Shareholders‘ Meeting: Press release regarding the resolutions of the Extraordinary Shareholders‘ Meeting.
06 December 2016
After close of trading on SIX Swiss Exchange: Record date for determination of existing shareholders for the entitlement of subscription rights.
Shareholders who acquire shares after the record date will acquire shares without entitlement to subscription rights.
07 December 2016
Start of trading in subscription rights and start of the rights exercise period.
13 December 2016
End of rights trading period.
15 December 2016
12.00 noon CET: End of rights exercise period.
After close of trading on SIX Swiss Exchange: Press release regarding the number of exercised subscription rights.
20 December 2016
First day of trading in the new shares.
Settlement and delivery of the new shares against payment of the offer price.
Contacts:
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 company specialising on innovative systems and processes based on semiconductor technologies. The company’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. 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.
Meyer Burger’s offering in systems, production 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 company’s comprehensive product portfolio is complemented by a worldwide service network with spare parts, consumables, process know-how, customer support, after-sales services, training and other services. Meyer Burger 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, Malaysia, the Netherlands, Switzerland, Singapore, Taiwan and the USA. The company 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 the SIX Swiss Exchange (Ticker: MBTN).
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This press release 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.
This press release serves informational purposes and constitutes neither an offer to sell nor a solicitation to buy any securities. A public offer of securities of Meyer Burger Technology AG has not yet taken place. Any securities orders received prior to the commencement of the rights exercise period will be rejected. This press release does not constitute an offering prospectus within the meaning of Article 652a of the Swiss Code of Obligations nor a listing prospectus within the meaning of the listing rules of SIX Swiss Exchange. If a public offer of securities of Meyer Burger Technology AG is made, a prospectus prepared in accordance with Swiss laws will be published by making it available free of charge at Credit Suisse AG (Email: equity.prospectus@credit-suisse.com) and UBS AG (Fax: +41 44 239 69 14, Email: swiss-prospectus@ubs.com)
This press release is not being issued in the United States of America ("United States"), Australia, Canada or Japan and must not be distributed into such countries or via publications with a general circulation in such countries. This press release does not constitute an offer or invitation to purchase any securities in the United States. The securities of Meyer Burger Technology Ltd have not been registered under the U.S. Securities Act of 1933, as amended, ("Securities Act"), and may not be offered, sold or delivered within the United States absent from registration under or an applicable exemption from the registration requirements of the United States securities laws.
This document does neither constitute an offer of securities nor a prospectus in the meaning of the applicable German law. Any offer of securities to the public that may be deemed to be made pursuant to this communication is only addressed to qualified investors within the meaning of Sec. 3 Para. 2 No. 1 German Securities Prospectus Act (Wertpapierprospektgesetz – WpPG). Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
This document is directed only at persons (i) who are outside the United Kingdom or (ii) 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 (iii) who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
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