Thalheim, 7 February 2007: The Management Board of Q-Cells AG (QCE; ISIN DE0005558662) (“QCells”) resolved today, with the consent of the Supervisory Board, to issue guaranteed unsubordinated and (subject to the Guarantee) unsecured 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 only to institutional investors outside the United States of America by way of an accelerated bookbuilding. The pre-emptive rights of shareholders of Q-Cells to subscribe to the Bonds are excluded.
The initial aggregate issue size will be EUR 350 million. Q-Cells is entitled to increase the aggregate issue size by EUR 50 million. In addition, Q-Cells has granted Citigroup and Dresdner Kleinwort an over-allotment option of up to EUR 52.5 million, which may be exercised at any time to and including the third business day preceeding the settlement date, presumably 28 February 2007 (the “Settlement Date”).
The conversion price is expected to be set at a premium of between 30 % – 35 % above the volume weighted average XETRA price of Q-Cells’ ordinary shares from launch until the time of pricing. Based on yesterday’s closing price and the range set for the conversion premium, up to 7 million no par-value ordinary bearer shares of Q-Cells are underlying the Bonds at the outset (assuming that the overallotment option and the increase option are fully exercised). Depending on today’s development of the share price, the final pricing and the final issue size, the amount of ordinary bearer shares of QCells underlying the Bonds at the outset may vary.
The maturity of the Bonds is 5 years. The Bonds will be issued at 100 % of the principal amount on the Settlement Date and are expected to pay a coupon of between 1.375 % – 1.875 % per annum payable annually in arrear. Unless the Bonds are previously converted, they will be redeemed at maturity at a redemption price of 100 % of their principal amount.
It is the intention to list the Bonds on the Euro MTF segment of the Luxembourg Stock Exchange, however closing of the Bonds is not conditional upon obtaining such admission to trading.
Citigroup and Dresdner Kleinwort are acting as Joint Lead Managers and Bookrunners and HVB as CoLead Manager of the Offering. Dresdner Kleinwort is stabilization manager of the issue. In connection with the Offering, Dresdner Kleinwort, from today to and including the third business day preceding the Settlement Date, may, to the extent permitted by applicable laws and regulations, undertake transactions which are aiming to keep the market price of the Bonds and/or the Q-Cells shares at a level which may differ from the level which may prevail otherwise in the open market. There is, however, no obligation to undertake such stabilization measures, and such stabilization measures may, after they have been commenced, be terminated at any time. At the end of the stabilization period, information about potential stabilization measures will be published.
In line with common market practice in connection with the issuance of convertible bonds, Citigroup and Dresdner Kleinwort will offer to institutional investors to acquire Q-Cells shares by means of a stock loan. In case this offer will be taken up, it may have a short term impact on the share price of QCells.
The net proceeds of the Bonds will be used by Q-Cells mainly to expand the production capacity in its core business. As published on Monday, February 5, 2007, Q-Cells AG has reached an agreement with Norwegian company Elkem Solar, securing Q-Cells substantial amounts of metallurgical silicon over the period between 2008 and 2018. In order to be able to process these new, contracted amounts of silicon, Q-Cells will have to expand its production capacity faster than previously planned. In addition to that, Q-Cells will invest the money in the construction and ramp-up of its Research & Development test production line and the construction and ramp-up of the production lines of subsidiary and associate companies active in the development and commercialization of new PV technologies.