Bitterfeld-Wolfen, 28 September 2010 – The Board of Q-Cells SE has now determined the key terms of the rights issue. The subscription price for the 58.765.955 new bearer shares is set at 2.16 Euro per share.
Prior to this decision 9.9 million new ex rights bearer shares based on subscription rights held by Good Energies (Solar Investments) S.à r.l., Luxemburg, had been placed by way of an Accelerated Bookbuilt Offering (ABO) with institutional investors without subscription rights at a price of 3.60 Euro per share.
The subscription price for new shares is 40% lower than the ABO price. The subscription period for new shares, which will commence tomorrow, will run until the end of 12 October 2010. Net proceeds to Q-Cells SE from the rights issue pursuant to the offer conditions as stated will amount to approximately up to 120 million Euro if all bearer shares can be placed. It is envisaged that the shares placed under the Accelerated Bookbuilt Offering will be included in the existing trading in the Prime Standard market segment of the Frankfurt Stock Exchange by 1 October 2010, and delivery and settlement of these shares under the Accelerated Bookbuilt Offering will occur on 4 October 2010. Delivery and settlement of the new shares pursuant to the rights issue is envisaged for 14 October 2010. At this time it is also planned to include the new shares in trading in the Prime Standard market segment of the Frankfurt Stock Exchange.
The subscription period for the new convertible bond and the repurchase offer for the outstanding convertible bond 2007/2012 will commence at the same time as the subscription period for the rights issue.
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.
Stabilisation/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 28 September 2010, following approval by the German Federal Financial Supervisory Authority, 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. The German version of the prospectus was published on 28 September 2010 and is available free of charge on the website of Q-Cells SE (www.q-cells.com) and on request in printed form from Q-Cells SE, OT Thalheim, Sonnenallee 17-21, 06766 Bitterfeld-Wolfen.