Bitterfeld-Wolfen, 14 May 2009: The Management Board of Q-Cells SE (QCE; ISIN DE0005558662) (“Q-Cells”) resolved today, with the consent of the Supervisory Board, to approve the issuance of guaranteed convertible bonds (the “Bonds”). The Bonds will be issued by Q-Cells International Finance B.V., a wholly-owned subsidiary of Q-Cells, and will be guaranteed by Q-Cells. The Bonds will be issued to institutional investors by way of an accelerated bookbuilding. The pre-emptive rights of shareholders of Q-Cells to subscribe to the Bonds are excluded. Q-Cells intends to use the net proceeds of the Bonds 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 planned aggregate issue size will be EUR 225 million. Q-Cells is entitled to increase the aggregate issue size by approx. EUR 40 million.
The conversion price is to be set at a premium of 35% above the volume-weighted average XETRA price of Q-Cells’ ordinary shares from launch until the time of pricing. Based on the closing price of Q-Cells ordinary shares on Deutsche Borse on 13 May 2009 and the level set for the conversion premium, up to 11,125,000 no par-value ordinary bearer shares of Q-Cells are underlying the Bonds at the outset (assuming the maximum issue size). Depending on the final pricing and the final issue size, the amount of ordinary bearer shares of Q-Cells underlying the Bonds may vary.
The maturity of the Bonds is expected to be 5 years. The Bonds are expected to be issued at 100% of the principal amount on the Settlement Date (currently expected to be 26 May 2009) and are expected to pay a coupon of between 5.00% - 6.25% per annum payable semi-annually in arrears. Unless the Bonds are previously converted, at maturity they will be redeemed at a redemption price of 100% of their principal amount.
It is the intention to list the Bonds on the Open Market of the Frankfurt Stock Exchange, however issuance of the Bonds will not be conditional upon obtaining such admission to trading.
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, Citi 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.