Thun, 10 July 2020
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Shareholders of Meyer Burger Technology Ltd approve capital increase
- The Extraordinary General Meeting of Shareholders of Meyer Burger Technology Ltd has approved an ordinary capital increase with planned gross proceeds of CHF 165 million 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 capital increase shall take the form of a combination of a rights offering to existing shareholders and a private placement to selected investors.
- The subscription period for the new shares is expected to begin on 14 July 2020 and end on 22 July 2020. Trading of the subscription rights on SIX Swiss Exchange is expected to begin on 14 July 2020 and to end on 20 July 2020.
- Meyer Burger Technology Ltd intends to use the funds from the capital increase to build up production capacities in Germany for technologically leading solar cells and solar modules. Production is scheduled to start in the first half of 2021 with 400 MW solar cells and 400 MW solar modules. An expansion to 5 GW is planned by 2026.
At the Extraordinary General Meeting ("EGM") on 10 July 2020 in Thun, the shareholders of Meyer Burger Technology Ltd ("Meyer Burger" or the "Company") approved the proposals of the Board of Directors regarding agenda item 1 with 81.4 percent of the votes, to implement an ordinary capital increase by issuing up to 1’829’977’372 new registered shares with a nominal value of CHF 0.05 per registered share, and to increase the conditional capital in Art. 3c of the Articles of Association to CHF 3’450’000 for the issuance of up to 69’000’000 registered shares by exercising conversion and/or option rights. 219’338’645 shares were represented at the AGM (including 104 shareholders on site), which corresponds to 32 percent of the issued shares of the Company.
The capital increase shall take the form of a combination of a rights offering to existing shareholders and a private placement to selected investors (private investment in public equity, so-called PIPE). A condition for the implementation of the capital increase is that gross proceeds of at least CHF 150 million are generated. The size of the private placement ("PIPE"), which has already been placed with more than 25 investors, amounts to approximately CHF 50 million. At the same time, these investors and other investors have committed themselves to ultimately secure CHF 60 million of the resulting rights issue in the amount of approximately CHF 114 million ("backstop"), which corresponds to more than one third of the total capital increase and approximately 52% of the rights issue. The subscription price for the rights issue and the PIPE is CHF 0.09. The subscription ratio for the rights issue is 13 new shares per 7 subscription rights. Based on the closing price of CHF 0.2794 on Thursday, 9 July 2020, and taking into account the subscription ratio and the "PIPE", the theoretical ex-rights price (TERP) is CHF 0.1416 and the theoretical value of the subscription right is CHF 0.1378.
Meyer Burger shareholders will receive one subscription right for each registered share they hold on 13 July 2020 (after close of trading). The subscription rights are expected to be traded on SIX Swiss Exchange from 14 July to 20 July 2020 and will, subject to legal restrictions under foreign legal systems, be exercisable from 14 July to 22 July 2017, 12:00 noon CEST. The listing and first trading day of the new registered shares on SIX Swiss Exchange are expected to be 29 July 2020.
With the approval of agenda item 1 (transaction option I), the vote on agenda item 2 became unnecessary.
This paves the way for Meyer Burger's transformation to a manufacturer of solar cells and solar modules. Chairman of the Board of Directors Franz Richter says: "We would like to thank the shareholders for the trust they have placed in our plans. We will do everything in our power to make our new business model a success".
Meyer Burger intends to establish its own production facilities in Germany first. In the meantime, the company has secured traditional solar sites in Bitterfeld-Wolfen (Saxony-Anhalt) and Freiberg (Saxony) for the establishment of production, logistics and distribution of cells and modules. The use of existing infrastructure shall help to save important resources. Both regions have skilled workers and expertise. "We have the clearly defined goal of becoming a supplier of technologically leading solar cells and solar modules "Made in Europe"," says CEO Gunter Erfurt. Furthermore, as part of the focusing on the new strategy, certain divestments of non-core assets such as Muegge GmbH may ensue.
Production is scheduled to start in the first half of 2021 with 400 MW solar cells and 400 MW solar modules. An expansion to 5 GW is planned by 2026. In this respect, letters of intent to purchase in excess of 2 GW per year have already been received from potential customers in Europe and the USA. Initially, solar modules are to be produced primarily for the attractive segment of roof top systems. Meyer Burger is aiming for an annual production capacity of 400 MW during this phase.
The Board of Directors expects that the newly aligned Meyer Burger Group will already be able to achieve an operating profit with this production volume. It considers the European and global market potential to be considerable. In Germany, renewable energies are expected to supply 65 per cent of electricity by 2030, and Europe is expected to become climate-neutral by 2050. In Germany alone, the government has set a photovoltaic expansion target of 98 GW by 2030.
As part of its Energy Strategy 2050, Switzerland also wants to promote renewable energies such as photovoltaics. Due to limited space, especially in Western Europe, highly efficient technology is particularly important for achieving these goals.
The new Meyer Burger wants to make a contribution to the environmentally friendly restructuring of European industry and create up to 3,500 direct jobs in the medium term. Manufacturing in Europe reduces time supply chains, transport routes and thus CO2 emissions.
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About Meyer Burger Technology Ltd
Meyer Burger is a leading and globally active technology company specializing in innovative systems and production equipment for the photovoltaic (solar) industry. As an internationally renowned premium brand, Meyer Burger offers its customers in the PV industry dependable precision products and innovative solutions for the manufacture of high-efficiency solar cells and solar modules.
The comprehensive product range is complemented by a worldwide service network with spare and wearing parts, consumables, process know-how, maintenance and after-sales service, training courses and additional services. Meyer Burger is represented in the respective key markets in Europe and Asia and has subsidiaries and its own service centers in China, Germany, Japan, Korea, Malaysia, Switzerland, Singapore, Taiwan and the USA. The registered shares in Meyer Burger Technology Ltd are listed at the SIX Swiss Exchange (Ticker: MBTN).
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 intends to prepare 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.
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.