Q-Cells SE / Q-Cells SE successfully completes comprehensive financing package Processed and transmitted by Thomson Reuters. The issuer is solely responsible for the content of this announcement.
This document is not an offer for sale of securities in the United States of America. The ordinary shares and the convertible bonds of Q-Cells SE and the subscription rights relating thereto may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Q-Cells SE does not intend to register any part of the offering in the United States or to conduct a public offering of shares, convertible bonds or subscription rights in the United States.
PRESS RELEASE
Q-Cells SE successfully completes comprehensive financing package
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Gross proceeds of around € 256.3 million received through rights issue and new convertible bond
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57.2 % of 2007/2012 convertible bond repurchased through tender offer
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Key milestone accomplished to secure medium-term financing at an early stage
Bitterfeld-Wolfen, 22 October 2010 - Q-Cells SE (the "Company") has successfully completed all capital measures announced on 27 September 2010 and thereby realized a key milestone to secure its medium-term financing at an early stage. The capital measures included a capital increase against cash contributions, the issuance of a new convertible bond maturing in 2015, each with subscription rights for shareholders of the Company and an offer to repurchase the existing 2007/2012 convertible bond.
"We have reached an important milestone by arranging refinancing at an early stage," noted Nedim Cen, CEO of Q-Cells SE. "Our successful capital measures give us sufficient financial flexibility and planning security to continue to push our strategic realignment. Business development in the first nine months of the current year shows that we are on the right track, however strong efforts are still required going forward. We are confident that we will achieve our substantiated sales forecast of € 1.2 to € 1.3 billion for the entire financial year 2010."
As part of the capital increase against cash contributions, the Company increased its share capital by a total of € 58,765,955 to € 176,343,130 and generated gross proceeds of around € 127.6 million which settled on 14 October 2010.
The issuance of 29,394,293 new convertible bonds due 2015 generated gross proceeds of € 128.7 million. The terms have been set with a coupon of 6.75% p.a. and an initial conversion price of € 4.38, which represented a 27.5% conversion premium to the reference share price. Settlement of the convertible bonds occurred on 21 October 2010.
As announced separately today, Q-Cells Malta Ltd., a subsidiary of Q-Cells SE, will repurchase € 281.8 million of the outstanding 2007/2012 convertible bond at a price of 94.5 % per € 100,000 in nominal amount of the convertible bonds. Due to strong participation of investors in the tender offer, Q-Cells Malta Ltd. decided to slightly increase the amount of the repurchase offer compared to the initially communicated maximum of € 275 million. Settlement of the repurchase offer is expected to occur on 28 October 2010.
Net proceeds from the issuance of the convertible bond and the rights issue will be utilised for this repurchase. The Company will use available cash to cover the difference of proceeds and the funds required for the settlement of the repurchase offer.
Citi, Goldman Sachs and UniCredit Bank AG acted as Joint Bookrunners for the convertible bond and capital increase. The same banks have been mandated to manage the repurchase offer.
Q-Cells will publish its Q3 2010 results on 12 November 2010.
Contact information:
Q-Cells SE
OT Thalheim
Sonnenallee 17 - 21
06766 Bitterfeld-Wolfen, Germany
www.q-cells.com (http://www.q-cells.com/)
Investor Relations:
Stefan Lissner
Phone: +49 (0)3494 - 6699 10101
investor@q-cells.com (mailto:investor@q-cells.com)
Corporate Communications:
Ina von Spies
Phone: +49 (0)3494 - 6699 10121
presse@q-cells.com (mailto:presse@q-cells.com)
Disclaimer
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This announcement does not constitute an offer of, or the solicitation of an offer to buy securities of Q-Cells SE. The securities have already been sold.
In any EEA Member State other than Germany that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
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Q-Cells SE
OT Thalheim, Sonnenallee 17-21 Bitterfeld-Wolfen Germany
WKN: 555866;ISIN: DE0005558662;Index:CDAX,GEX,TecDAX,Prime All Share;
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Source: Q-Cells SE via Thomson Reuters ONE
