NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.
- Existing shareholders who are holding Meyer Burger shares at the close of trading on October 31, 2022 should be allotted 1 subscription right per existing share held. Holders of 20 subscription rights are entitled to purchase 7 new shares at a price of CHF 0.267 per new share.
- Trading of subscription rights at the SIX Swiss Exchange starts on November 1, 2022 and ends on November 7, 2022. The subscription period starts on November 1, 2022 and ends at 12:00 p.m. (noon) CET on November 9, 2022. First trading day of the new registered shares and settlement will be on November 11, 2022.
At the Extraordinary General Meeting held in Thun on 28 October 2022, the shareholders of Meyer Burger Technology Ltd ("Meyer Burger" or the "Company") approved the proposal of the Board of Directors regarding the agenda item with 98.58 percent of the votes to carry out an ordinary capital increase by issuing up to 934,671,850 new registered shares with a par value of CHF 0.05 per registered share. The funds from the planned capital increase are expected to enable Meyer Burger to expand annual manufacturing capacity for solar cells and solar modules to approximately 3 GW. At the Extraordinary General Meeting, a total of 1,111,844,450 shares (41.63 percent of the shares issued) were represented by 302 shareholders on site.
Meyer Burger shareholders are expected to receive one subscription right for each registered share they hold as of October 31, 2022 (after close of trading). The subscription rights will be transferable and tradable via the envisaged rights trading on SIX Swiss Exchange. 20 subscription rights grant their holders the right to subscribe to 7 new shares, subject to certain restrictions applicable to the offer of subscription rights, including legal restrictions in foreign jurisdictions.
Shareholders should receive in due course information from their custodian bank on the implementation of the ordinary capital increase and are requested to proceed in accordance with the instructions of the custodian bank if they wish to subscribe for shares and exercise their subscription rights.
Timing of the capital increase and rights issue
Date
October 31, 2022
- Publication of prospectus
November 1, 2022
- Start of subscription rights trading on SIX Swiss Exchange
- Start of subscription period
November 7, 2022
- End of subscription rights trading on SIX Swiss Exchange (close of trading)
November 9, 2022
- End of subscription period at 12:00 p.m. (noon) CET
- Potential Rump Placement
November 10, 2022
- Registration of the capital increase with the commercial register
November 11, 2022
- First trading day of the new shares
- Delivery of the New Shares against payment of the subscription price
In connection with the ordinary capital increase, the initial conversion price of the outstanding convertible bond (ISIN: CH1118223390) will be adjusted. The adjusted conversion price will be published on the Company's website on November 1, 2022.
Contacts:
| Meyer Burger Technology AG | Dynamics Group AG |
| Dana Ritzmann | Andreas Durisch |
| Corporate Communications | Senior Partner |
| M. +49 152 2266 2905 | T. +41 43 268 27 47 |
| M. +41 79 358 87 32 | |
| dana.ritzmann@meyerburger.com | adu@dynamicsgroup.ch |
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for any securities. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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.
A decision to invest in securities of Meyer Burger Technology AG should be based exclusively on the prospectus to be published by Meyer Burger Technology AG for such purpose.
This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such jurisdictions or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.
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 persons who (i) are outside the United Kingdom or (ii) are “qualified investors” within the meaning of article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (A) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the “FSMA Order”) or (B) high net worth entities falling within Article 49(2)(a) to (d) of the FSMA Order (all such persons 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.
In any member state of the European Economic Area, this document is only addressed to “qualified investors” in such member state within the meaning of Regulation (EU) 2017/1129, and no person that is not a qualified investor may act or rely on this document or any of its contents.
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 Meyer Burger Technology AG 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 AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
Except as required by applicable law, Meyer Burger Technology AG has no intention or obligation to update, keep updated or revise this publication or any parts thereof following the date hereof.
