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19.10.2010 00:00

Q-Cells SE announces results of convertible bonds rights offering

  • Convertible bond with maturity in 2015 successfully placed as part of a comprehensive financing package
  • Gross proceeds amount to approximately € 128.7 million
  • Final claw-back quota amounts to 4.12 %
  • Proceeds to be utilised primarily for repurchasing existing 2007/2012 convertible bond

Bitterfeld-Wolfen, 19 October 2010 – Q-Cells SE (the “Company”) placed all of its convertible bonds as part of a subscription offer to existing shareholders and institutional investors outside of the US, Canada, Australia and Japan. The subscription period for the offer ended yesterday. Q-Cells SE issues 29,394,293 new convertible bonds with a coupon of 6.75 % p.a. due 2015 in the aggregate principal amount of € 128,747,003.34 and in a principal amount of € 4.38 each. The convertible bonds were fully placed with institutional investors on 15 October 2010, subject to the exercise of subscription rights by shareholders (“claw-back”). 1,210,418 convertible bonds in the aggregate principal amount of € 5,301,630.84 were subscribed by existing shareholders resulting in a claw-back of 4.12 %.

The convertible bonds (ISIN DE000A1E8HF6 / WKN A1E8HF) are expected to settle on 21 October 2010. 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.

The issue of the convertible bonds is part of a comprehensive financing package including a capital increase against cash contribution 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. Net proceeds from the issuance of the convertible bonds and the rights issue are to be utilised primarily for this repurchase. Any funds remaining after completing the financing measures and executing the repurchase will be used to strengthen the capital structure and liquidity of the Company, to finance further growth and to implement the initiated strategic repositioning.

The repurchase offer is currently ongoing and is expected to end on 21 October 2010 (closing on 28 October 2010).

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.