The Convertible Bonds are expected to carry a coupon of between 3.5% and 4.5% per annum, payable annually in arrears and have a conversion price set at a premium of between 25% and 30% over the volume weighted average price of the shares between the announcement and pricing of the Convertible Bonds today. The final terms of the Convertible Bonds will be determined through an institutional bookbuilding process and are expected to be announced later today after the conclusion of the bookbuilding.
The Convertible Bonds will be issued at 100% of the principal amount and, unless previously redeemed, converted or repurchased and cancelled, will mature on 24 September 2020 at 100% of their principal amount. The bonds carry an investor put option after four years, i.e. on 24 September 2018. The bonds will be convertible into up to 8.8 million registered shares of Meyer Burger Technology Ltd, representing up to 9.8% of the current outstanding share capital of Meyer Burger Technology Ltd (the "Shares"). The Shares to be delivered upon conversion shall be sourced from conditional capital and/or from the existing authorised capital. Subject to the resolution of the Annual Shareholders’ Meeting in April 2015, the Board of Directors plans to increase conditional capital by such amount required to satisfy all conversion rights attached to the Convertible Bonds by delivery of Shares solely out of conditional capital[1]. The pre-emptive rights of the shareholders to subscribe the convertible bonds have been excluded for this offering.
Application will be made for the Convertible Bonds to be admitted for listing and trading on the SIX Swiss Exchange, with provisional trading expected to start on or around 23 September 2014. Payment and settlement of the Convertible Bonds is expected to be on or around 24 September 2014.
The offering consists of a public offering in Switzerland and private placements in certain jurisdictions outside of Switzerland and the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, and in accordance with applicable securities laws, rules and regulations.
Credit Suisse and UBS are acting as Joint Bookrunners on the Convertible Bond offering.
[1] The current Articles of Association contain conditional capital of up to 4 million shares that can be issued in conjunction with convertible bonds, bonds with option rights or similar financial market instruments, as well as authorised capital of up to 4.8 million shares.
For further information:
Analysts / Investors
Michel Hirschi
Chief Financial Officer
Phone +41 (0)33 221 28 43
ir@meyerburger.com
Media
Werner Buchholz
Head of Corporate Communications
Phone +41 (0)33 221 25 06
werner.buchholz@meyerburger.com
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