Thalheim, 9 February 2007: Q-Cells AG (QCE; ISIN DE0005558662) (“Q-Cells”) announces that the over-allotment option granted to the Joint Lead Managers in connection with the issue of the EUR 440 million guaranteed, senior unsecured convertible bonds due 2012 that will be issued by Q-Cells International Finance B.V and guaranteed by Q-Cells has been exercised. The full over-allotment option of EUR 52.5 million was exercised by the Joint Lead Managers;thus the total issue size amounts to EUR 492.5 million.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS AN OFFER OR AN INVITATION TO SELL, OR ISSUE OR THE SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, 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 ANNOUNCEMENT AND THE OFFER AND SALE OF THE BONDS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES, THE GUARANTEE AND THE SHARES TO BE ISSUED UPON CONVERSION OF THE BONDS MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19 (5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”) OR HIGH NET WORTH COMPANIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49 (2) (a) TO (d) OF THE ORDER. THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE ISSUED ONLY TO SUCH PERSONS. STABILISATION/FSA