"NOT FOR RELEASE, PUBLICATION, CIRCULATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN OR ANY JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL."
Meyer Burger Technology Ltd successfully places CHF 100 million senior convertible bonds
Meyer Burger Technology Ltd (SIX Swiss Exchange: MBTN) announces the successful placement of CHF 100 million senior unsecured convertible bonds due 2020, with an investor put option in 2018 (the "Convertible Bonds"). The proceeds from the offering will mainly be used for funding of potential working capital requirements, investments in demo equipment and general corporate purposes.
The coupon of the Convertible Bonds has been set at 4%. The conversion price was fixed at CHF 11.39, representing a premium of 27.5% over the volume weighted average price of the shares between the announcement and pricing of the Convertible Bonds today. The Convertible Bonds were issued at 100% of their principal amount and, unless previously redeemed, converted or repurchased and cancelled, will mature on 24 September 2020 at 100% of their principal amount. The Convertible Bonds also carry an investor put option after four years, i.e. on 24 September 2018.
The bonds will be convertible into 8.78 million registered shares of Meyer Burger Technology Ltd, representing 9.77% of the current outstanding share capital of Meyer Burger Technology Ltd (the "Shares"). The Shares to be delivered upon conversion shall be sourced from conditional capital and/or from the existing authorised capital[1]. The pre-emptive rights of the shareholders to subscribe to the Convertible Bonds were excluded for this offering. The offering attracted high demand from domestic and international investors.
Application will be made for the Convertible Bonds to be admitted for listing and trading on the SIX Swiss Exchange, with provisional trading expected to start on or around 23 September 2014. Payment and settlement of the Convertible Bonds is expected to be on or around 24 September 2014.
The offering consisted of a public offering in Switzerland and private placements in certain jurisdictions outside of Switzerland and the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, and in accordance with applicable securities laws, rules and regulations.
Credit Suisse and UBS are acting as Joint Bookrunners on the Convertible Bond offering.
[1]The current Articles of Association contain conditional capital of up to 4 million shares that can be issued in conjunction with convertible bonds, bonds with option rights or similar financial market instruments, as well as authorised capital of up to 4.8 million shares. Subject to the resolution of the Annual Shareholders’ Meeting in April 2015, the Board of Directors plans to increase conditional capital by such amount required to satisfy all conversion rights attached to the Convertible Bonds by delivery of Shares solely out of conditional capital.
For further information:
Analysts / Investors
Michel Hirschi
Chief Financial Officer
Phone +41 (0)33 221 28 43
ir@meyerburger.com
Media
Werner Buchholz
Head of Corporate Communications
Phone +41 (0)33 221 25 06
werner.buchholz@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 more than 1,900 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, 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 Group’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 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 the SIX Swiss Exchange (Ticker: MBTN).
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This document does neither constitute an offer to buy or to subscribe for securities of Meyer Burger Technology AG 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 to subscribe to the Convertible Bonds or shares of Meyer Burger Technology AG solely based on the offering circular and listing prospectus which is expected to be published as of 17 September 2014 by Meyer Burger Technology AG and available free of charge from Credit Suisse AG, Zurich, Switzerland (Phone: +41 44 333 43 85, Facsimile: +41 44 333 35 93, E-mail: equity.prospectus@credit-suisse.com) and UBS AG, Zurich, Switzerland (Phone: +41 43 239 47 03, Facsimile: +41 44 239 69 14, E-mail: swiss-prospectus@ubs.com). Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
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 AG 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, Hong Kong 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, Hong Kong or any jurisdiction in which such an offer or solicitation is unlawful. The Meyer Burger Technology AG shares and the Convertible Bonds 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 AG shares and the Convertible Bonds 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 AG shares and the Convertible Bonds 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 Convertible Bonds 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 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.
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