Meyer Burger Technology Ltd (SIX: MBTN) today publishes the issue and listing prospectus for the planned ordinary capital increase with targeted gross proceeds of CHF 165 million. Furthermore, trading in subscription rights on SIX Swiss Exchange and the subscription period for the new shares starts today.
The Extraordinary General Meeting on 10 July 2020 approved an ordinary capital increase with planned gross proceeds of CHF 165 million with 81.4 percent. A condition for the implementation of the capital increase is that gross proceeds of at least CHF 150 million are raised. The subscription period for the new shares begins today, 14 July 2020 and will end on 22 July 2020 at 12:00 noon CEST. Trading of the subscription rights on SIX Swiss Exchange will also start today and will end on 20 July 2020. The listing and first trading day of the new registered shares on SIX Swiss Exchange are expected to become effective on 29 July 2020.
From machine supplier to a technologically leading manufacturer of solar cells and modules
As announced on 19 June 2020 (see press release), the proceeds from the ordinary capital increase shall be used to finance the establishment of production capacities for technologically leading solar cells and solar modules in Germany. With the transformation of the business model from a machine supplier to a manufacturer of solar cells and modules, the company plans to significantly expand its value chain in order to become sustainably profitable. Meyer Burger aims to benefit in the long term from the technological and cost leadership of its proprietary and patent-protected heterojunction/smartwire technology (SWCT). The business with standard equipment and the service business will continue unchanged.
Exemptions and easing provisions from disclosure obligations
In connection with the planned capital increase, the Disclosure Office of SIX Exchange Regulation has granted certain exemptions and easing from the reporting obligation pursuant to Art. 120 FinfraG. At the request of the Company and the Joint Bookrunners, the Disclosure Office has issued the following recommendation (Empfehlung) on 9 July 2020: Investors whose participation reaches or exceeds the thresholds of Art. 120 para. 1 FinfraG (based on the voting rights of the Company entered in the Commercial Register prior to the registration of the capital increase) by concluding PIPE and backstop commitments, acquiring subscription rights or subscribing for shares in connection with the capital increase, do not have to file disclosure notifications until the capital increase is registered in the Commercial Register. The corresponding sale positions of the Company with regard to PIPE and Backstop commitments also do not have to be disclosed until the capital increase is registered in the Commercial Register. The exceptions are limited until 31 August 2020.
This document is not intended to constitute an offer or solicitation to purchase or invest in any securities of Meyer Burger Technology AG (the "Company"). In particular, this document is neither (i) a prospectus as such term is understood pursuant to the Swiss Financial Services Act ("FinSA") nor (ii) an issuance prospectus pursuant to article 652a of the Swiss Code of Obligations in its version as it was effective immediately prior to the entering into force of the FinSA (the "CO") or a listing prospectus within the meaning of article 27 et seq. of the listing rules of SIX Exchange Regulation of November 8, 2019, in effect since January 1, 2020 (the "Listing Rules") or of the listing rules of any other stock exchange or regulated trading venue in Switzerland, in each case in conjunction with article 109 of the Swiss Financial Services Ordinance ("FinSO"). In connection with the rights offering mentioned herein, the Company published an issuance and listing prospectus pursuant to article 652a of the CO and article 27 et seq. of the Listing Rules, in each case in conjunction with article 109 of the FinSO. Investors are advised to consult their bank or financial adviser before making any investment decision. Copies of the issuance and listing prospectus and any supplements thereof, if any, are for eligible investors available at Credit Suisse AG, Zurich, Switzerland (email: equity.prospectus@credit-suisse.com) or Zürcher Kantonalbank, Zurich, Switzerland (e-mail: prospectus@zkb.ch).
This document and the information contained herein are not for distribution in or into (directly or indirectly) the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. This document does not constitute an offer of securities for sale in or into the United States, Canada, Australia or Japan.
This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Meyer Burger Technology AG to which these materials relate have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in or into the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This document is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of article 2(1)(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of the European Union of 14 June 2017 ("Qualified Investors"). In addition, in the United Kingdom, this document is addressed to and directed only at, and should only be relied upon by, persons who are qualified investors as defined under section 86(7) of the Financial Services and Markets Act 2000 and who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order or are persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as “Relevant Persons”). No other person should act or rely on this document and persons distributing this document must satisfy themselves that it is lawful. If you have received this document and you are not a Relevant Person, you must return this document immediately to the Company and not copy, reproduce or otherwise disclose it (in whole or any part). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This document may contain certain forward-looking statements relating to the Company and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of the Company to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. The Company disclaims any obligation to update any such forward-looking statements.
There will not be a public offering of securities in the United States, the United Kingdom or in any other jurisdiction other than Switzerland.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
The Extraordinary General Meeting on 10 July 2020 approved an ordinary capital increase with planned gross proceeds of CHF 165 million with 81.4 percent. A condition for the implementation of the capital increase is that gross proceeds of at least CHF 150 million are raised. The subscription period for the new shares begins today, 14 July 2020 and will end on 22 July 2020 at 12:00 noon CEST. Trading of the subscription rights on SIX Swiss Exchange will also start today and will end on 20 July 2020. The listing and first trading day of the new registered shares on SIX Swiss Exchange are expected to become effective on 29 July 2020.
From machine supplier to a technologically leading manufacturer of solar cells and modules
As announced on 19 June 2020 (see press release), the proceeds from the ordinary capital increase shall be used to finance the establishment of production capacities for technologically leading solar cells and solar modules in Germany. With the transformation of the business model from a machine supplier to a manufacturer of solar cells and modules, the company plans to significantly expand its value chain in order to become sustainably profitable. Meyer Burger aims to benefit in the long term from the technological and cost leadership of its proprietary and patent-protected heterojunction/smartwire technology (SWCT). The business with standard equipment and the service business will continue unchanged.
Exemptions and easing provisions from disclosure obligations
In connection with the planned capital increase, the Disclosure Office of SIX Exchange Regulation has granted certain exemptions and easing from the reporting obligation pursuant to Art. 120 FinfraG. At the request of the Company and the Joint Bookrunners, the Disclosure Office has issued the following recommendation (Empfehlung) on 9 July 2020: Investors whose participation reaches or exceeds the thresholds of Art. 120 para. 1 FinfraG (based on the voting rights of the Company entered in the Commercial Register prior to the registration of the capital increase) by concluding PIPE and backstop commitments, acquiring subscription rights or subscribing for shares in connection with the capital increase, do not have to file disclosure notifications until the capital increase is registered in the Commercial Register. The corresponding sale positions of the Company with regard to PIPE and Backstop commitments also do not have to be disclosed until the capital increase is registered in the Commercial Register. The exceptions are limited until 31 August 2020.
This document is not intended to constitute an offer or solicitation to purchase or invest in any securities of Meyer Burger Technology AG (the "Company"). In particular, this document is neither (i) a prospectus as such term is understood pursuant to the Swiss Financial Services Act ("FinSA") nor (ii) an issuance prospectus pursuant to article 652a of the Swiss Code of Obligations in its version as it was effective immediately prior to the entering into force of the FinSA (the "CO") or a listing prospectus within the meaning of article 27 et seq. of the listing rules of SIX Exchange Regulation of November 8, 2019, in effect since January 1, 2020 (the "Listing Rules") or of the listing rules of any other stock exchange or regulated trading venue in Switzerland, in each case in conjunction with article 109 of the Swiss Financial Services Ordinance ("FinSO"). In connection with the rights offering mentioned herein, the Company published an issuance and listing prospectus pursuant to article 652a of the CO and article 27 et seq. of the Listing Rules, in each case in conjunction with article 109 of the FinSO. Investors are advised to consult their bank or financial adviser before making any investment decision. Copies of the issuance and listing prospectus and any supplements thereof, if any, are for eligible investors available at Credit Suisse AG, Zurich, Switzerland (email: equity.prospectus@credit-suisse.com) or Zürcher Kantonalbank, Zurich, Switzerland (e-mail: prospectus@zkb.ch).
This document and the information contained herein are not for distribution in or into (directly or indirectly) the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. This document does not constitute an offer of securities for sale in or into the United States, Canada, Australia or Japan.
This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Meyer Burger Technology AG to which these materials relate have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in or into the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This document is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of article 2(1)(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of the European Union of 14 June 2017 ("Qualified Investors"). In addition, in the United Kingdom, this document is addressed to and directed only at, and should only be relied upon by, persons who are qualified investors as defined under section 86(7) of the Financial Services and Markets Act 2000 and who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order or are persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as “Relevant Persons”). No other person should act or rely on this document and persons distributing this document must satisfy themselves that it is lawful. If you have received this document and you are not a Relevant Person, you must return this document immediately to the Company and not copy, reproduce or otherwise disclose it (in whole or any part). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This document may contain certain forward-looking statements relating to the Company and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of the Company to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. The Company disclaims any obligation to update any such forward-looking statements.
There will not be a public offering of securities in the United States, the United Kingdom or in any other jurisdiction other than Switzerland.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
