Bitterfeld-Wolfen, 27 September 2010 – Today the Management Board with the consent of the Supervisory Board of Q-Cells SE launched a set of capital measures to secure the medium-term financing of the company at an early stage. The set of measures includes a capital increase against cash contributions and the issue of a new convertible bond maturing in 2015, each with subscription rights for the holders of common and preferred shares of the company, and an offer to repurchase the existing 2007/2012 convertible bond.
The net proceeds from the capital increase and the issuance of the new convertible bond are to be utilised primarily for repurchasing the existing 2007/2012 convertible bond. After implementing the repurchase offer, the remaining amounts, if any, from the net proceeds will be used to strengthen the balance sheet structure and liquidity of the company, to finance further growth and to implement the initiated strategic repositioning.
The targeted proceeds from this transaction, together with the expected early repayments from LDK, will further strengthen the cash position of the company. The refinancing of the convertible bond 2007/2012 is thereby fully addressed and the financial flexibility for the further implementation of the strategic repositioning of Q-Cells and the related investments is significantly increased.
Subject to approval of the relevant securities prospectus by the Federal Financial Supervisory Authority (BaFin), the subscription period for both the rights issue and the new convertible bond is expected to begin on 29 September 2010. The repurchase offer is also expected to start on 29 September 2010.
Rights issue: Subscription rights trading expected from 30 September to 8 October 2010
The company is using the entire authorised capital to increase the share capital of the company against cash contributions by EUR 58.8 million to EUR 176.3 million, issuing 58,765,955 new ordinary bearer shares with no par value, each with a notional amount of EUR 1.00 in the share capital and with full dividend entitlement as of 1 January 2010 (“New Shares”).
The New Shares are to be offered at the subscription price to the holders of common and preferred shares of the company by way of an indirect subscription offer at a ratio of two old shares to one New Share. With the approval of the Supervisory Board, the Management Board of Q-Cells SE will determine the subscription price to be paid by the shareholders for each New Share by means of a resolution which is expected to be taken on 28 or 29 September 2010. Subject to approval of the relevant securities prospectus by the Federal Financial Supervisory Authority, the subscription period for the offer is expected to commence on 29 September 2010 and to end on 12 October 2010.
For details on the subscription of new common shares, please refer to the subscription offer which is expected to be published on 28 September 2010 in the electronic version of the Federal Gazette (Elektronischer Bundesanzeiger) and on 29 September 2010 in the Frankfurter Allgemeine Zeitung. It is expected that the subscription rights will be traded in the period between 30 September 2010 and 8 October 2010 on the regulated market (floor trading) of the Frankfurt Stock Exchange.
Determining the subscription price for the rights issue on the basis of an ABO placement expected on 28 or 29 September 2010
On 28/29 September 2010, a private placement without subscription rights to institutional investors is envisaged by way of an Accelerated Bookbuilt Offering (ABO) of approximately 9.9 million New Shares based on the subscription rights held by Good Energies (Solar Investments) S.à r.l., Luxembourg. After the ABO placement, the subscription price will be determined and announced by the company and the joint bookrunners. This will be done on the basis of the purchase price per common share paid by the institutional investors in the ABO placement and is expected to take place on or about 28 or 29 September 2010. The subscription price, which will then be guaranteed by the banks after the successful placement of the ABO, will be set 40% lower than the ABO price. On the basis of the subscription price the net proceeds from the rights issue can be determined finally.
Good Energies (Solar Investments) S.à r.l. has undertaken vis-à-vis the company and the joint bookrunners to exercise all its remaining subscription rights. To this end, Good Energies (Solar Investments) S.à r.l. intends to use its proceeds from the ABO placement plus additional funds of between approximately EUR 22 million and EUR 25 million to finance the exercise of subscription rights. This underscores the strong confidence Good Energies has in the Q-Cells management team.
Issue of a new convertible bond with maturity in 2015
Q-Cells SE also plans to issue a convertible bond, using part of the company’s conditional capital. The convertible bond will be offered to shareholders of the company for subscription by way of indirect subscription rights at a ratio of 4 to 1. Convertible bonds not subscribed for by shareholders will be placed privately to institutional investors. No trading of the subscription rights is planned. The offer involves convertible bonds due on 21 October 2015, which can be converted into 29,394,293 common shares of Q-Cells SE. The expected issue volume is approximately EUR 130 million to EUR 140 million. The final conditions of the new convertible bond will be determined towards the end of the subscription period of the new convertible bond on the basis of a bookbuilding process which is expected to be implemented on 14/15 October 2010.
It is intended to apply for the convertible bond to be admitted to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. However, the issue is not subject to such admission being granted.
Repurchase offer for the existing 2007/2012 convertible bond
The repurchase offer for the existing 2007/2012 convertible bond is expected to start on 29 September 2010. It is currently expected to end on 21 October 2010 (closing on 28 October 2010). At the time of expiration of the repurchase offer on 21 October 2010, the company will know the net proceeds from the capital increase and the issue of the convertible bond. The company intends to use the net proceeds from these transactions primarily for the repurchase offer.
Business development in the third quarter of 2010
The positive business development of the second quarter continued in the third quarter, supported by ongoing high levels of demand and a stable price trend. The fourth and last construction phase in Malaysia has been completely commissioned during the third quarter, thus expanding the cell production capacity as scheduled to 600 MWp. Particularly in the Cells business, Q-Cells continued the positive trend of the second quarter.
In the modules business, there were supply delays due to quality and ramp-up issues. In cooperation with the suppliers, Q-Cells has since largely solved these problems. However, especially in July and August there was a considerable reduction in revenues from the modules business.
Due to the positive demand situation and the price trend being more stable than expected as well as contributions from the restructuring and the strategic repositioning Q-Cells expects sales revenue for the third quarter to be above the level of the second quarter, with EBIT approximately at the level of the second quarter, despite start-up problems in the modules business.
More precise sales revenue forecast for the current fiscal year
For the fiscal year 2010, the company expects sales of approx. EUR 1.2 billion to EUR 1.3 billion; the estimate of EUR 1.1 billion to EUR 1.3 billion communicated so far was substantiated due to the continued strong sales development in the third quarter. For the fourth quarter, the company also expects, as in the two preceding quarters, a positive operating income (EBIT). These expectations are based on continued positive and stable market and price trends. Despite lower deliveries in the modules business in the third quarter, Q-Cells continues to expect sales of 100-150 MWp modules for the current fiscal year.
At the end of the first half of 2010, the cash position amounted to approx. EUR 254 million. For the end of the current quarter (30 September 2010), the company expects a higher amount of cash, which, on the basis of the assumptions of the company concerning the business development, is expected to further increase by the end of the year. This does not take into account the net proceeds and the cash outflow in case of a successful implementation of the repurchase offer. A factor contributing to this positive assessment is the recent agreement with the supplier LDK which provides that LDK will pay Q-Cells a total of USD 195 million until the end of the year. Of this total amount, USD 172.5 million have already been paid to Q-Cells.
It is expected that German version of the securities prospectus for the public offers will be published on 28 September 2010. It will be available at no cost, also at www.q-cells.de.
This communication 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 companies, 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 for, 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.
Stabilization/Regulation (EC) 2273/2003 and FSA.
This document is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the “Prospectus Directive”). A prospectus prepared pursuant to the Prospectus Directive is expected to be published on September 28, 2010, following approval by the German Federal Financial Supervisory Authority. Once published, the prospectus can be obtained from Q-Cells SE, OT Thalheim, Sonnenallee 17-21, 06766 Bitterfeld-Wolfen, Germany.
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.
This notification does not constitute a prospectus. Only the prospectus contains the information for investors required pursuant to the legal requirements. Following approval by the German Federal Financial Supervisory Authority, it is expected that the German version of the prospectus will be published on 28 September 2010 and will then be available free of charge on the website of Q-Cells SE (www.q-cells.de) and on request in printed form from Q-Cells SE, OT Thalheim, Sonnenallee 17-21, 06766 Bitterfeld-Wolfen, Germany.