Bitterfeld-Wolfen, 15 October 2010 – Q-Cells SE is currently offering to its shareholders convertible bonds which can be initially 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 was completed today and is subject to the exercise of subscription rights by, shareholders (“claw-back”). Citi, Goldman Sachs and UniCredit Bank AG act as Joint Bookrunners for this transaction.
Following the completion of the bookbuilding, the Management Board, with the consent of the Supervisory Board, determined the final and binding terms and conditions of the transaction on the basis of the results of the bookbuilding.
The subscription price for the new convertible bonds, which are divided into 29,394,293 bearer bonds ranking pari passu among themselves is EUR 4.38 per new convertible bond. The coupon (interest rate) has been set at 6.75% p.a, payable semi-annually in arrears. The conversion price is EUR 4.38 implying a conversion premium of 27.5%. The aggregate principal amount of the bonds is EUR 128.7 million, divided into 29,394,293 bonds each with a principal amount of EUR 4.38 and convertible into one common bearer share of the Company with a notional amount of EUR 1.00 in the share capital and dividend rights as of the financial year of its issue. The gross proceeds from the issuance of the new convertible bonds are EUR 128.7 million.
Unless the convertible bonds are previously converted, redeemed or cancelled, they will be redeemed at 100% of their principal amount at maturity.
It is contemplated to include the convertible bonds on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. However, the closing of the convertible bonds is not subject to an inclusion.
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.
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”). This notification does not constitute a prospectus. A prospectus prepared pursuant to the Prospectus Directive has been published on September 28, 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.
Not for release, publication or distribution in the United States, Canada or Japan. This document does not constitute an offer of securities in such countries.