Q-Cells SE starts institutional placement by way of accelerated bookbuilt offering for convertible bonds with maturity in 2015
(Thomson Reuters ONE) -
Q-Cells SE /
Q-Cells SE starts institutional placement by way of accelerated bookbuilt
offering for convertible bonds with maturity in 2015
Processed and transmitted by Thomson Reuters.
The issuer is solely responsible for the content of this announcement.
Bitterfeld-Wolfen, 14 October 2010 - Q-Cells SE (the "Company") is currently
offering to its shareholders convertible bonds which can be converted into
29,394,293 common shares of the Company by way of subscription rights at a ratio
of 4 to 1. The subscription period for the offer commenced on 29 September 2010
and will end on 18 October 2010.
The institutional placement of convertible bonds by way of an accelerated
bookbuilding outside of the US, Canada, Australia and Japan will commence today
and is subject to the exercise of subscription rights by shareholders ("claw-
back"); Good Energies (Solar Investments) S.à r.l., Luxembourg has already
waived its subscription rights resulting in a maximum theoretical claw-back of
57.4%. Citi, Goldman Sachs and UniCredit Bank AG, act as Joint Bookrunners for
this transaction.
The conversion price of the convertible bonds is expected to be set at a premium
of an indicative range of 20 % - 25 % to the reference price. The reference
price will equal the higher of the XETRA VWAP (Volume Weighted Average Price) of
Q-Cells SE's ordinary shares from the beginning of the bookbuilt offering until
pricing or 80% of the XETRA VWAP over the subscription period up until (and
including) 14 October 2010. Pricing is expected prior to market open on 15
October 2010.
The convertible bonds will have a maturity of five years, will be issued at
100% of their principal amount (which will be the initial conversion price per
bond based on the initial conversion ratio of one share per bond) on 21 October
2010 and are expected to pay a coupon between an indicative range of 6,75 % -
7,75 %, payable semi-annually in arrears. Unless the convertible bonds are
previously converted, redeemed or cancelled, they will be redeemed at 100% of
their principal amount at maturity.
The issue volume, the conversion price and the coupon will be determined based
on the bookbuilding process commencing today.
The Management Board will, with the consent of the Supervisory Board, determine
the final and binding terms and conditions of the transaction on 15 October
2010 and expects to publish such final conditions by way of an ad-hoc release
immediately thereafter and in the electronic federal gazette (EBanz) on the same
day. Further the results will be published in the Frankfurter Allgemeine
Zeitung, expected to occur on 16 October 2010. Furthermore the final terms of
the convertible bonds are expected to be published on 15 October 2010 by way of
a supplement to the prospectus dated 28 September 2010 relating to the offering
of the convertible bond.
It is contemplated to include the convertible bonds on the Open Market
(Freiverkehr) of the Frankfurt Stock Exchange, which is expected to occur on 28
October 2010. However, the closing of the convertible bonds is not subject to an
inclusion.
The issue of the new convertible bond is part of a comprehensive financing
package including a capital increase against cash contributions also with
subscription rights for the holders of common and preferred shares of the
Company, and an offer to repurchase the existing 2007/2012 convertible bond.
The net proceeds from the capital increase and the new pre-emptive convertible
bonds, are to be utilised primarily for repurchasing the existing 2007/2012
convertible bond. After implementing the repurchase offer, the remaining
amounts, if any, from the net proceeds are to be used to strengthen the balance
sheet structure and liquidity of the Company and to finance further growth and
implement the initiated strategic repositioning.
Contact information:
Q-Cells SE
OT Thalheim
Sonnenallee 17 - 21
06766 Bitterfeld-Wolfen, Germany
www.q-cells.com
Investor Relations:
Stefan Lissner
Tel.: +49 (0)3494 - 6699 10101
investor(at)q-cells.com
Corporate Communications:
Ina von Spies
TEL +49 (0)3494 - 6699 10121
presse(at)q-cells.com
Disclaimer
This communication is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) 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 (all such persons together being
referred to as "relevant persons"). The securities are only available to, and
any invitation, offer or agreement to subscribe for, purchase or otherwise
acquire such securities will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this document or
any of its contents.
This document is an advertisement for the purposes of applicable measures
implementing Directive 2003/71/EC (such Directive, together with any applicable
implementing measures in the relevant home Member State under such Directive,
the "Prospectus Directive"). This notification does not constitute a prospectus.
A prospectus prepared pursuant to the Prospectus Directive has been published on
September 28, 2010, following approval by the German Federal Financial
Supervisory Authority. The prospectus can be obtained from Q-Cells SE, OT
Thalheim, Sonnenallee 17-21, 06766 Bitterfeld-Wolfen, Germany.
In any EEA Member State other than Germany that has implemented Directive
2003/71/EC (together with any applicable implementing measures in any Member
State, the "Prospectus Directive") this communication is only addressed to and
directed at qualified investors
[HUG#1451825]
--- End of Message ---
Q-Cells SE
OT Thalheim, Sonnenallee 17-21 Bitterfeld-Wolfen Germany
WKN: 555866;ISIN: DE0005558662;Index:CDAX,GEX,TecDAX,Prime All Share;
Listed: Freiverkehr in Börse Stuttgart,
Freiverkehr in Hanseatische Wertpapierbörse zu Hamburg,
Freiverkehr in Börse Berlin,
Freiverkehr in Börse Düsseldorf,
Freiverkehr in Bayerische Börse München,
Prime Standard in Frankfurter Wertpapierbörse,
Regulierter Markt in Frankfurter Wertpapierbörse;
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Q-Cells SE via Thomson Reuters ONE
Unternehmensinformation / Kurzprofil:
Datum: 14.10.2010 - 08:00 Uhr
Sprache: Deutsch
News-ID 45516
Anzahl Zeichen: 0
contact information:
Town:
Bitterfeld-Wolfen
Kategorie:
Business News
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