Bitterfeld-Wolfen, 14 May 2009: Q-Cells SE (QCE; ISIN DE0005558662) (“Q-Cells”) announces the pricing of the convertible bonds due 2014 (the “Bonds”) that will be issued by Q-Cells International Finance B.V., a wholly-owned subsidiary of Q-Cells, and guaranteed by Q-Cells. Q-Cells will use the net proceeds of the Offering to further strengthen its balance sheet and liquidity position. This will enable it to maintain its strong competitive position and to react flexibly to the challenges created by the current market environment.
The aggregate principal amount of Bonds to be issued in the Offering is EUR 250 million. 10,897,994 no par-value ordinary bearer shares of Q-Cells are underlying the Bonds at the outset.
The initial conversion price has been set at EUR 22.94, which represents a premium of 35% to the reference price of Q-Cells ordinary shares of EUR 16.99 per ordinary share. The coupon of the Bonds has been set at 5.75%.
Citi and Morgan Stanley are acting as Joint Lead Managers and Joint Bookrunners of the Offering, and Commerzbank, UBS Investment Bank, UniCredit Group (Bayerische Hypo- und Vereinsbank AG) and WestLB AG are acting as Co Lead Managers.
In line with common market practice in connection with the issuance of convertible bonds, Citigroup and Morgan Stanley will offer institutional investors the opportunity to acquire ordinary shares in Q-Cells by means of a stock loan.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is only distributed to and aimed at (i) persons outside the United Kingdom or (ii) professional investors as per Article 19(5) of the Financial Services and Markets Act 2000 and the Financial Promotion Order 2005 (the “Order”), or (iii) high net wealth companies and other high net wealth persons as per Article 49(2)(a) to (d) of the Order (these persons jointly being termed “qualified persons”). All of the securities named herein are available only to qualified persons and any invitation, offer or agreement to subscribe to, buy or otherwise acquire them is made only to qualified persons. Persons who are not qualified persons should on no account act with regard to or in confidence in this information or its contents.
This announcement is for information purposes only and does not constitute an offer to sell, or a solicitation or an offer to buy any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of this ad-hoc announcement and the offer and sale of the Bonds in certain jurisdictions may be restricted by law.
Stabilisation: FSA. In connection with the offering of the convertible bonds, Citigroup Global Markets Limited (the “Stabilisation Manager”), or any person acting on behalf of the Stabilisation Manager, may effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilization action. Any stabilization action shall begin on or after the date on which adequate public disclosure of the final terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Settlement Date and 60 days after allotment of the Bonds.