Meyer Burger Technology Ltd (SIX Swiss Exchange: MBTN) announces today that 98.9% of the subscription rights have been exercised until the end of the subscription period on 22 July 2020, 12:00 CEST. In total, 1,272,465,688 new registered shares were offered to existing shareholders at a subscription price of CHF 0.09 per share. The 13,718,276 new registered shares to be issued, for which the subscription rights have not been exercised, will be sold in the market. The rights issue will thus generate gross proceeds of around CHF 115 million.
Prior to the capital increase, so-called PIPE investors (Private Investment in Public Equity) have committed themselves to subscribe for approximately 30% of the total number of new shares to be issued at a subscription price of CHF 0.09 per share, corresponding to gross proceeds of around CHF 50 million. With the completion of the capital increase, the company will thus receive gross proceeds totalling approx. CHF 165 million.
The first trading day of the new shares on SIX Swiss Exchange is scheduled for 29 July 2020. Delivery of the new shares against payment of the subscription price is also planned for 29 July 2020. The increased share capital of Meyer Burger will amount to CHF 125,757,560.30 divided into 2,515,151,206 registered shares with a nominal value of CHF 0.05 each.
Upon completion of the transaction, the conversion price of the outstanding convertible bond of Meyer Burger Technology Ltd (ISIN CH0253445131) will be adjusted in accordance with the bond terms. The conversion price will be reduced from CHF 0.98 per registered share to CHF 0.4863. Thus, the conversion ratio for bonds with denominations of CHF 5,000 each is increased from 5,102.04082 to 10,281.7191 registered shares of Meyer Burger Technology Ltd. All other terms remain unchanged.
The successful capital increase paves the way for Meyer Burger's transformation to a manufacturer of solar cells and solar modules. Production is to start in the first half of 2021 with 400 MW solar cells and 400 MW solar modules. An expansion of the production capacity up to 5 GW is planned by 2026. In this respect, letters of intent to purchase from potential customers in Europe and the USA have already been received in excess of 2 GW per year. Initially, solar modules are to be produced primarily for the attractive segment of roof top systems. The Board of Directors expects that the newly aligned Meyer Burger Group may be able to achieve an operating profit already with this production volume.
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.
Prior to the capital increase, so-called PIPE investors (Private Investment in Public Equity) have committed themselves to subscribe for approximately 30% of the total number of new shares to be issued at a subscription price of CHF 0.09 per share, corresponding to gross proceeds of around CHF 50 million. With the completion of the capital increase, the company will thus receive gross proceeds totalling approx. CHF 165 million.
The first trading day of the new shares on SIX Swiss Exchange is scheduled for 29 July 2020. Delivery of the new shares against payment of the subscription price is also planned for 29 July 2020. The increased share capital of Meyer Burger will amount to CHF 125,757,560.30 divided into 2,515,151,206 registered shares with a nominal value of CHF 0.05 each.
Upon completion of the transaction, the conversion price of the outstanding convertible bond of Meyer Burger Technology Ltd (ISIN CH0253445131) will be adjusted in accordance with the bond terms. The conversion price will be reduced from CHF 0.98 per registered share to CHF 0.4863. Thus, the conversion ratio for bonds with denominations of CHF 5,000 each is increased from 5,102.04082 to 10,281.7191 registered shares of Meyer Burger Technology Ltd. All other terms remain unchanged.
The successful capital increase paves the way for Meyer Burger's transformation to a manufacturer of solar cells and solar modules. Production is to start in the first half of 2021 with 400 MW solar cells and 400 MW solar modules. An expansion of the production capacity up to 5 GW is planned by 2026. In this respect, letters of intent to purchase from potential customers in Europe and the USA have already been received in excess of 2 GW per year. Initially, solar modules are to be produced primarily for the attractive segment of roof top systems. The Board of Directors expects that the newly aligned Meyer Burger Group may be able to achieve an operating profit already with this production volume.
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.
