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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