St. Julians, Malta – 22 October 2010
On 29 September 2010, Q-Cells Malta Ltd. (the “Purchaser”) invited eligible holders of the 1.375% Convertible Bonds due 2012 (the “Securities”) issued by Q-Cells International Finance B.V. (the “Issuer”) and guaranteed by Q-Cells SE (“Q-Cells”) to submit offers to sell their Securities to the Purchaser for cash (the “Invitation”).
The Invitation was made on the terms and subject to the conditions contained in the invitation for offers dated 29 September 2010 (the “Invitation for Offers”). Capitalised terms used in this announcement have the meanings ascribed to them in the Invitation for Offers. The Invitation expired at 5:00 p.m. CET on 21 October 2010.
The Purchaser is pleased to announce that it has accepted for purchase an aggregate nominal amount of Securities equal to €281,800,000. The Purchaser has accordingly increased the Maximum Purchase Amount to €281,800,000, as permitted in the Invitation for Offers. The Purchase Price for the Securities has been set at €94,500 per €100,000 in nominal amount of Securities. All Securities validly tendered at or below the Purchase Price have been accepted in full.
The Purchase Price, together with accrued but unpaid interest for the period from and including the most recent interest payment date for the Securities up to (but not including) the Settlement Date, will be paid to Holders whose Securities have been accepted for purchase by the Purchaser. Settlement is expected to occur on 28 October 2010.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO PURCHASE ANY SECURITIES OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.
For further information:
A complete description of the terms and conditions of the Invitation is set out in the Invitation for Offers. Further details about the transaction can be obtained from:
The Dealer Managers:
Citigroup Global Markets Limited
Attn: Liability Management Group
Tel: +44 (0) 20 7986 8969
Goldman Sachs International
Attn: Equity Capital Markets
Tel: +44 (0) 20 7774 4725
UniCredit Bank AG
Attn: Alexander Vart
Tel: +49 (0) 89 3781 2880
The Tender Agent:
Att. Citi Germany Agency & Trust
Tel: +49 (0) 69 1366 1256
Neither of the Dealer Managers takes responsibility for the contents of this announcement and none of Q-Cells, the Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Invitation, or any recommendation as to whether Holders should tender Securities in the Invitation. This announcement must be read in conjunction with the Invitation for Offers. No Invitation to acquire any Securities is being made pursuant to this notice. Any such Invitation is only being made in the Invitation and any such acquisition or acceptance of Offers should be made solely on the basis of information contained in the Invitation for Offers. This announcement and the Invitation for Offers contain important information which should be read carefully before any decision is made with respect to the Invitation. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.
INVITATION AND DISTRIBUTION RESTRICTIONS
The distribution of materials relating to the Invitation, and the transactions contemplated by the Invitation, may be restricted by law in certain jurisdictions. The Purchaser has made the Invitation only in those jurisdictions in which, and to persons to whom, it is legal to do so. If materials relating to the Invitation come into your posession, you are required to inform yourself of, and to observe, all of these restrictions. The materials relating to the Invitation do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Invitation be made by a licensed broker or dealer and any Dealer Manager or any affiliate of any Dealer Manager is a licensed broker or dealer in that jurisdiction, the Invitation shall be deemed to be made by such Dealer Manager or such affiliate on behalf of the Purchaser in that jurisdiction.
The Invitation was not made directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, e-mail and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and no Offer of Securities may be made by any such use, means, instrumentality or facility from or within the United States, or by persons located or resident in the United States. Accordingly, the Invitation for Offers and any other document or material relating to the Invitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed, forwarded or sent (including, without limitation, by custodians, nominees or trustees) in or into the United States, or to persons located or resident in the United States. Persons receiving the Invitation for Offers (including, without limitation, custodians, nominees, trustees or agents) must not distribute, forward, mail, transmit or send it or any related documents in, into or from the United States or use such mails of any such means, instrumentality or facility in connection with the Invitation for Offers. Offers to sell made by a resident of the United States, by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States, or by any U.S. person or by use of such mails or any such means, instrumentality or facility, have not been accepted.
If, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards the Invitation for Offers or any related documents in, into or from the United States or uses the mails, or any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, e-mail and other forms of electronic transmission) of interstate or foreign commerce, or any facility of a national securities exchange, of the United States in connection with such forwarding, such persons should (i) inform the recipient of such fact; (ii) explain to the recipient that such action may invalidate any purported Offer to Sell by the recipient; and (iii) draw the attention of the recipient to this paragraph. United Kingdom
The Invitation for Offers and any other document or material relating to the Invitation are only for circulation to persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) are persons falling within Article 49(2)(a) to (d), “high net worth companies, unincorporated associations, etc.,” of the Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity may lawfully be communicated or caused to be communicated under the Financial Services and Markets Act 2000, all such persons together being referred to as “relevant persons”. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act on this Invitation.
The Invitation was not made in Italy and has not been submitted to the clearance procedure of Commissione Nazionale per le società e la Borsa and/or the Bank of Italy pursuant to applicable Italian laws and regulations. Accordingly, the Invitation for Offers may not be promoted to Holders resident or located in Italy and neither the Invitation for Offers document nor any other offering material relating to the Invitation or the Securities may be distributed or made available in Italy.
The Invitation was not made, directly or indirectly, to the public in France. Neither this Invitation for Offers nor any other document or material relating to the Invitation has been distributed or caused to be distributed and will be or caused to be distributed to the public in France. The Invitation was only made in France to (a) qualified investors (investisseurs qualifiés) other than individuals and/or (b) legal entities whose total assets exceed €5 million, or whose annual turnover exceeds €5 million, or whose managed assets exceed €5 million or whose annual headcount exceeds 50, acting for their own account (all as defined in, and in accordance with, Articles L.341-2, L.411-2, D.341-1 and D.411-1 to D.411-3 of the French Code monétaire et financier). This Invitation for Offers has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
The Invitation for Offers does not constitute an offer to buy or a solicitation of an offer to sell Securities, and offers of Securities from Holders will be invalid, in any circumstances in which such offer or solicitation is unlawful.
Each Holder that submitted an Offer in respect of any of the Securities was deemed to make and give certain agreements, acknowledgements, representations, warranties and undertakings in respect of the jurisdictions referred to above as set out in “Procedures for Participating in the Invitation – Holders’ Agreements, Acknowledgments, Representations, Warranties and Undertakings” in the Invitation for Offers.
Any tender of Securities for purchase pursuant to an Offer from a Holder that was unable to make or give such agreements, acknowledgements, representations, warranties and undertakings will be invalid. Each of the Purchaser, the Dealer Managers and the Information and Tender Agent reserves the right, in its sole discretion, to investigate, in relation to any tender of Securities for purchase pursuant to an Offer, whether any such representation and warranty made or given by a Holder is correct and, if such investigation is undertaken and as a result the Purchaser determines (for any reason) that any such representation and warranty is not correct, the Purchaser shall be entitled to reject such tender.