NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.
- The Board of Directors proposes to the Extraordinary Shareholders’ Meeting to approve the issuance of up to 934,671,850 new registered shares with a par value of CHF 0.05 per share.
- Existing shareholders who are holding Meyer Burger shares at the close of trading on October 31, 2022 are expected to be allotted one subscription right per existing share held. Holders of 20 subscription rights are entitled to purchase 7 offered shares at a price of CHF 0.267 per new share.
- Trading of subscription rights at the SIX Swiss Exchange is expected to start on November 1, 2022 and to end on November 7, 2022. The subscription period is expected to start on November 1, 2022 and to end at 12:00 p.m. (noon) CET on November 9, 2022. First trading day of the new registered shares and settlement is expected to be on November 11, 2022.
The Board of Directors of Meyer Burger Technology AG (“Meyer Burger” or the “Company”) will propose to today’s Extraordinary General Meeting (“EGM”), to be held at 10:00 a.m. CEST in Thun, to increase the share capital of the Company by CHF 46,733,592.50 from CHF 133,524,550.55 to CHF 180,258,143.05 by issuing up to 934,671,850 new registered shares with a par value of CHF 0.05 per share (“New Shares”).
For the up to 934,671,850 New Shares, the subscription rights of existing shareholders will be granted directly or indirectly, subject to legal restrictions in foreign jurisdictions. The subscription price per New Share will be CHF 0.267, resulting in gross proceeds of approximately CHF 250 million.
Meyer Burger shareholders are expected to receive one subscription right for each registered share they hold as of October 31, 2022 (after close of trading). The subscription rights will be transferable and tradable via the envisaged rights trading on SIX Swiss Exchange. 20 subscription rights grant their holders the right to subscribe to 7 New Shares, subject to certain restrictions applicable to the offer of subscription rights, including legal restrictions in foreign jurisdictions.
Shares in respect of which rights have not been exercised during the subscription period may be sold by a bank syndicate. For the case and to the extent that not all New Shares have been subscribed for in the rights offering or sold in a potential subsequent rump placement, the bank syndicate has, subject to certain conditions, undertaken to purchase such New Shares at the offer price.
All members of the Board of Directors and the executive management are planning to exercise their rights. In addition, Meyer Burger and all members of the Board of Directors and the executive management have entered into customary lock-up undertakings for a period of 180 days (in case of the Company) and 12 months (for the members of the Board of Directors and the executive management) after the first day of trading of the New Shares.
Shareholders should receive in due course information from their custodian bank on the implementation of the ordinary capital increase and are requested to proceed in accordance with the instructions of the custodian bank if they wish to subscribe for the New Shares and exercise their subscription rights. Shareholders should note that custodian banks may set an earlier deadline for exercising subscription rights.
Expected timing of the capital increase and rights issue
October 31, 2022
- Publication of prospectus
November 1, 2022
- Start of subscription rights trading on SIX Swiss Exchange
- Start of subscription period
November 7, 2022
- End of subscription rights trading on SIX Swiss Exchange (close of trading)
November 9, 2022
- End of subscription period at 12:00 p.m. (noon) CET
- Potential Rump Placement
November 10, 2022
- Registration of the capital increase with the commercial register
November 11, 2022
- First trading day of the New Shares
- Delivery of the New Shares against payment of the subscription price
|Meyer Burger Technology AG
|Dynamics Group AG
|M. +49 152 2266 2905
|T. +41 43 268 27 47
|M. +41 79 358 87 32
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for any securities. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This document constitutes advertising in accordance with article 68 of the Swiss Financial Services Act.
A decision to invest in securities of Meyer Burger Technology AG should be based exclusively on the prospectus to be published by Meyer Burger Technology AG for such purpose.
This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such jurisdictions or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at persons who (i) are outside the United Kingdom or (ii) are “qualified investors” within the meaning of article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (A) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the “FSMA Order”) or (B) high net worth entities falling within Article 49(2)(a) to (d) of the FSMA Order (all such persons being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, 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.
In any member state of the European Economic Area, this document is only addressed to “qualified investors” in such member state within the meaning of Regulation (EU) 2017/1129, and no person that is not a qualified investor may act or rely on this document or any of its contents.
This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Meyer Burger Technology AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Meyer Burger Technology AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
Except as required by applicable law, Meyer Burger Technology AG has no intention or obligation to update, keep updated or revise this publication or any parts thereof following the date hereof.