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Two-thirds majority reached – Convertible bondholders approve amendment of terms of the convertible bond due in 2020
At the bondholders’ meeting of Meyer Burger Technology Ltd (SIX Swiss Exchange: MBTN), held in Zurich on 25 November 2016, the bondholders have approved the proposed amendments of the terms of the convertible bond with the legally required quorum of a majority of two-thirds of the total outstanding nominal amount of the convertible bond. The resolutions still need to be approved by the High Court of the Canton of Berne. With the positive resolutions at the bondholders’ meeting, the first condition in implementing the recapitalisation programme has been reached and this represents an important step for the successful recapitalisation of the company. Meyer Burger had announced a comprehensive recapitalisation programme on 8 November 2016 and had published further details to it on 11 November 2016.
At the bondholders’ meeting, a total of CHF 73.035 million of nominal bond value was represented, corresponding to 73.035% of the total outstanding nominal amount of the CHF 100 million convertible bond (due in 2020).
Under agenda item 3.a, the bondholders’ meeting approved the proposed amendment of terms of the convertible bond with 73.035% of the total outstanding nominal amount of the convertible bond:
Removal of the investor put (right to request an early repayment of the bonds). Increase of the coupon from 4.0% to 5.5% per annum (retroactively as of 24 September 2016).Significant reduction of the conversion price from previously CHF 11.39 per Meyer Burger share. The conversion price shall be reset to 25.0% above the average of the daily volume-weighted average share prices (VWAPs) of the Meyer Burger shares in a period expected between 3 January 2017 and 30 January 2017, but at least 25.0% above the offer price which will be determined by the company’s Board of Directors for the newly issued shares in connection with the ordinary capital increase and not more than 25.0% above a maximum price which shall be determined depending on a theoretical value of the Meyer Burger share ex pre-emptive right and on the offer price.
Under agenda item 3.b, the bondholders’ meeting approved Schellenberg Wittmer AG as the new bondholders’ representative with 100% of the nominal amount of the bonds represented at the bondholders’ meeting.
The planned amendments of the terms of the convertible bond in connection with agenda item 3.a are conditional upon the following:
An increase of the company’s share capital. The registration of the increase of the company’s conditional capital with the register of commerce in a minimum amount which is sufficient for the purpose of covering the conversion rights of the bondholders due to the amended terms of the bonds. The written confirmation of the agreement between the lending banks and the company that the bank facilities (guarantee facility and loan secured by mortgage certificates) have been extended by three years each.
In order for the amendments of the convertible bonds under agenda item 3.a to become effective, the resolutions of the bondholders’ meeting also have to be approved by the High Court of the Canton of Berne. The approval becomes final when either no appeal to the Federal Court has been filed within the legally prescribed period of 30 days after the publication of the approval by the High Court of the Canton of Berne or an appeal has been rejected.
The Board of Directors and the Management of Meyer Burger thank the bondholders for their approval and support in the implementation of the recapitalisation programme.
Expected further timetable of the recapitalisation programme
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.
05 December 2016
Publication of Offering Memorandum.
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.
16 December 2016
First day of trading in the new shares.
19 December 2016
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 Ltd has not yet taken place. Any securities orders received prior to the commencement of the offer 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.
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.
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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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