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14.10.2010 00:00

Q-Cells SE starts institutional placement by way of accelerated bookbuilt offering for convertible bonds with maturity in 2015

Bitterfeld-Wolfen, 14 October 2010 – Q-Cells SE (the "Company") is currently offering to its shareholders convertible bonds which can be converted into 29,394,293 common shares of the Company by way of subscription rights at a ratio of 4 to 1. The subscription period for the offer commenced on 29 September 2010 and will end on 18 October 2010.

The institutional placement of convertible bonds by way of an accelerated bookbuilding outside of the US, Canada, Australia and Japan will commence today and is subject to the exercise of subscription rights by shareholders (“claw-back”); Good Energies (Solar Investments) S.à r.l., Luxembourg has already waived its subscription rights resulting in a maximum theoretical claw-back of 57.4%. Citi, Goldman Sachs and UniCredit Bank AG, act as Joint Bookrunners for this transaction.

The conversion price of the convertible bonds is expected to be set at a premium of an indicative range of 20 % - 25 % to the reference price. The reference price will equal the higher of the XETRA VWAP (Volume Weighted Average Price) of Q-Cells SE’s ordinary shares from the beginning of the bookbuilt offering until pricing or 80% of the XETRA VWAP over the subscription period up until (and including) 14 October 2010. Pricing is expected prior to market open on 15 October 2010.

The convertible bonds will have a maturity of five years, will be issued at 100% of their principal amount (which will be the initial conversion price per bond based on the initial conversion ratio of one share per bond) on 21 October 2010 and are expected to pay a coupon between an indicative range of 6,75 % - 7,75 %, payable semi-annually in arrears. Unless the convertible bonds are previously converted, redeemed or cancelled, they will be redeemed at 100% of their principal amount at maturity.The issue volume, the conversion price and the coupon will be determined based on the bookbuilding process commencing today.

The Management Board will, with the consent of the Supervisory Board, determine the final and binding terms and conditions of the transaction on 15 October 2010 and expects to publish such final conditions by way of an ad-hoc release immediately thereafter and in the electronic federal gazette (EBanz) on the same day. Further the results will be published in the Frankfurter Allgemeine Zeitung, expected to occur on 16 October 2010. Furthermore the final terms of the convertible bonds are expected to be published on 15 October 2010 by way of a supplement to the prospectus dated 28 September 2010 relating to the offering of the convertible bond.

It is contemplated to include the convertible bonds on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange, which is expected to occur on 28 October 2010. However, the closing of the convertible bonds is not subject to an inclusion.

The issue of the new convertible bond is part of a comprehensive financing package including a capital increase against cash contributions also 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 new pre-emptive convertible bonds, 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 are to be used to strengthen the balance sheet structure and liquidity of the Company and to finance further growth and implement the initiated strategic repositioning.