NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
- Meyer Burger Technology Ltd (SIX: MBTN, 'Meyer Burger' or the 'Company') today announces the launch of concurrent non-public offerings to professional investors of up to 160 million newly issued registered shares with a nominal value of CHF 0.05 per share (the 'New Shares') and approx. EUR 125 million green senior unsecured guaranteed convertible bonds due 2027 (the 'Bonds').
- The Bonds will be issued via the Company's German subsidiary MBT Systems GmbH (the 'Issuer'), guaranteed by Meyer Burger and convertible into shares of Meyer Burger.
Following the opening of its cell factory in Thalheim (city of Bitterfeld-Wolfen, Saxony-Anhalt, Germany) and the module factory in Freiberg (Saxony, Germany), the proceeds from the offerings will provide Meyer Burger with additional financial flexibility to accelerate its ongoing transformation to a leading European manufacturer of solar cells and solar modules. Meyer Burger intends to use the net proceeds from the issue of the New Shares to finance and/or refinance new investments and the net proceeds from the issue of the Bonds to finance and/or refinance new investments in Eligible Green Projects as defined by Meyer Burger's Green Financing Framework.
Recently Meyer Burger secured a financing package with a syndicated loan agreement for EUR 125 million and a factoring agreement for EUR 60 million to accelerate the manufacturing capacity expansion with a balanced 1.4 GW of cell and module production capacity already by the end of 2022, thereby closing the previously envisaged gap between module and cell capacity. Meyer Burger will process the entire cell production into modules itself and not sell its HJT solar cells to third parties as previously planned. The company intends to make a final decision on the specific location of the second solar module factory in the third quarter of 2021. The company intends to design the new module plant for producing utility modules but with the flexibility to also produce rooftop modules in line with market demand.
The syndicated loan agreement obligates Meyer Burger to raise additional financing in the amount of EUR 100 million. With the private placement for professional investors, Meyer Burger intends to secure sufficient equity capital for accelerating the next growth phase including the entry into the utility-scale segment. Strengthening the equity base enables Meyer Burger to address customers' utility projects with a long lead-time. As communicated previously, to realize the growth targets of the second phase, another EUR 260 million (CHF 286 million) in financing is required in addition to the EUR 185 million debt financing.
The Issuer and Meyer Burger have agreed to a 180-day lock-up period after the listing of the New Shares and the issuance of the Bonds, subject to waiver by the syndicate banks and customary exceptions.
Meyer Burger is launching the private placement to professional investors of up to 160 million New Shares. The New Shares will be sourced from existing authorized capital excluding the existing shareholders' pre-emptive rights. The issue price will be determined via an accelerated bookbuilding process, and the New Shares will be offered exclusively to professional investors in Switzerland (via a private placement) as well as outside of Switzerland and the United States to institutional investors (in reliance on Regulation S under the U.S. Securities Act of 1933) and in the United States to qualified institutional buyers (in reliance on Rule 144A under the U.S. Securities Act) (the "Share Placement"). The bookbuilding will start immediately and may close at any time on short notice. The results of the Share Placement, including the number of New Shares placed and the offer price of the New Shares, will be announced upon completion of the bookbuilding procedure, which is expected prior to market opening on July 1, 2021.
The New Shares are expected to be listed and admitted to trading according to the Swiss Reporting Standard on SIX Swiss Exchange on July 5, 2021. Payment and settlement are expected to take place on the same date on or around July 5, 2021. The New Shares will rank pari passu with the Company's existing shares.
Green Convertible Bonds
Meyer Burger is launching a private placement to professional investors of Bonds with an aggregate principal amount of approx. EUR 125 million that will be issued by the Issuer and guaranteed by the Company. The Bonds will be issued with a denomination of EUR 100,000 per Bond at 100% of their principal amount and are expected to carry a coupon between 2.75% and 3.25% per annum, payable semi-annually in arrears. Unless previously converted or repurchased and cancelled, the Bonds will be redeemed at 100% of their principal amount on July 8, 2027. The Bonds will be convertible into registered shares of Meyer Burger, sourced from shares to be newly issued from conditional share capital excluding the existing shareholders' advance subscription rights, at an initial price expected to be set at a conversion premium between 25% and 30% over the reference share price. The reference share price is expected to be equal to the offer price determined in the concurrent placement of New Shares translated into EUR using the EUR: CHF foreign exchange rate at the time of pricing.
Meyer Burger will be entitled to redeem the Bonds at their principal amount plus accrued interest in accordance with the terms and conditions of the Bonds at any time (i) on or after 2025, if the price of a Meyer Burger share is equal to or exceeds 130% of the then prevailing conversion price over a certain period or (ii) if less than 15% of the aggregate principal amount of the Bonds remain outstanding.
The offering of the Bonds will be conducted as a private placement in and outside of Switzerland. The Bonds will be offered to investors outside the US (in reliance on Regulation S under the US Securities Act of 1933), as amended, and in compliance with the laws and regulations applicable in every country where the offering takes place.
The Bonds are expected to price prior to market opening on July 1, 2021. The settlement date of the Bonds is expected to be on or around July 8, 2021. The Bonds will not be listed or admitted to trading on the SIX Swiss Exchange or any other trading venue and no application has been made to list or admit the bonds to trading. Application for the listing and trading of the Bonds may be made at a later stage.
Meyer Burger Green Financing Framework
For over 20 years, Meyer Burger has been a pioneer in the development of photovoltaics along the entire value chain. The company is pursuing a vision of emission-free energy generation from sunlight and with a team passionate about contributing to a new era of energy. Meyer Burger's Green Financing Framework mainly covers projects related to the manufacture of products and key components that are essential for renewable energy technologies (solar PV panels). In alignment with its legacy and its vision, Meyer Burger released today its Green Financing Framework (the 'Framework'), which was established in accordance with the ICMA 2018 Green Bond Principles and LMA/PLMA 2020 Green Loan Principles as well as the EU Taxonomy to reinforce its sector leadership on sustainable matters. ISS ESG provided a Second Party Opinion on the Framework.
The proceeds of the Bonds will be used in compliance with the Framework. As both the Green Bond Principles, Green Loan Principles and the green financing market overall, as well as the EU Taxonomy, are evolving rapidly, this Framework may be updated or expanded in the future. Any future updated versions of this Framework will either keep or increase the current levels of transparency and reporting disclosures. The external review of the Framework by ISS, as Second Party Opinion provider, is available, together with the Framework, on the Company's web site.
Concurrent Offering of Existing Shares by the Company
Concurrently with the offering of Bonds and New Shares, the joint bookrunners have been mandated by Meyer Burger to facilitate hedging for certain subscribers of the Bonds and to organize a simultaneous placement of existing shares of the Company on behalf of certain subscribers of the Bonds. These shares will be part of the Share Placement. The Company will not receive any proceeds from the placement of these existing shares.
About Meyer Burger Technology Ltd
Meyer Burger is starting production of high-performance solar cells and solar modules in 2021. Its proprietary heterojunction/SmartWire technology enables the company to set new industry standards in terms of energy yield. With solar cells and modules developed in Switzerland and manufactured in Germany according to high sustainability standards, Meyer Burger aims to become a leading European photovoltaic company. The company currently employs around 600 people at research facilities in Switzerland, development and manufacturing sites in Germany and sales offices in Europe, the USA and Asia.
Meyer Burger was founded in 1953 in Switzerland. As a provider of production systems, the company has shaped the development of the global photovoltaic industry along the entire value chain in recent decades and has set essential industry standards. A large part of the solar modules produced worldwide today are based on technologies developed by Meyer Burger.
The registered shares of Meyer Burger Technology Ltd are listed on the SIX Swiss Exchange (ticker: MBTN).
This press release may contain 'forward-looking statements', such as guidance, expectations, plans, intentions, or strategies regarding the future. These forward-looking statements are subject to risks and uncertainties. The reader is cautioned that actual future results may differ from those expressed in or implied by the statements, which constitute projections of possible developments. All forward-looking statements included in this press release are based on data available to Meyer Burger Technology Ltd as of the date that this press release is published. The company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE BEEN PREPARED BY AND ARE THE SOLE RESPONSIBILITY OF MEYER BURGER TECHNOLOGY LTD (THE 'COMPANY' OR 'GUARANTOR') AND MBT SYSTEMS GMBH (THE 'ISSUER').
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED BY ANY PERSON FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY, FAIRNESS OR COMPLETENESS.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SHARES, CONVERTIBLE BONDS OR OTHER SECURITIES IN THE ISSUER OR THE GUARANTOR (COLLECTIVELY, THE 'SECURITIES') TO ANY PERSON IN THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN ANY JURISDICTION TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IT IS NOT BEING ISSUED IN COUNTRIES WHERE THE PUBLIC DISSEMINATION OF THE INFORMATION CONTAINED HEREIN MAY BE RESTRICTED OR PROHIBITED BY LAW. IN PARTICULAR, THIS INFORMATION IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SECURITIES OF THE COMPANY OR THE ISSUER ARE NOT BEING PUBLICLY OFFERED. IN PARTICULAR, THE SECURITIES OF THE COMPANY REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA OR JAPAN. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS EXCEPT IN AN 'OFFSHORE TRANSACTION' IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR FOR THE ACCOUNT OR BENEFIT OF ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA, CANADA OR JAPAN.
THIS DOCUMENT IS NOT INTENDED TO CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE OR INVEST IN THE SECURITIES. THE SECURITIES MAY NOT BE PUBLICLY OFFERED, DIRECTLY OR INDIRECTLY, IN SWITZERLAND WITHIN THE MEANING OF THE SWISS FINANCIAL SERVICES ACT (FINSA) AND NO APPLICATION HAS OR WILL BE MADE TO ADMIT THE SECURITIES (OTHER THAN THE NEW SHARES) TO TRADING ON ANY TRADING VENUE (EXCHANGE OR MULTILATERAL TRADING FACILITY) IN SWITZERLAND. THE OFFERING OF SECURITIES IN SWITZERLAND IS EXEMPT FROM THE REQUIREMENT TO PREPARE AND PUBLISH A PROSPECTUS UNDER THE FINSA. NEITHER THIS DOCUMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE SECURITIES CONSTITUTES A PROSPECTUS PURSUANT TO THE FINSA OR ANY APPLICABLE LAWS OR REGULATIONS, AND NO OFFERING OR MARKETING MATERIAL RELATING TO THE SECURITIES MAY BE PUBLICLY DISTRIBUTED OR OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND.
IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM (EACH, A 'RELEVANT STATE'), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE 'QUALIFIED INVESTORS' WITHIN THE MEANING OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AND WITHIN THE MEANING OF THE UK VERSION OF THE PROSPECTUS REGULATION WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ('QUALIFIED INVESTORS'). IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) 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') OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL ONLY BE ENGAGED IN WITH SUCH PERSONS AND IT SHOULD NOT BE RELIED ON BY ANYONE OTHER THAN SUCH PERSONS.
IF LOCATED IN A RELEVANT MEMBER STATE, EACH PERSON WHO INITIALLY ACQUIRES ANY SECURITIES, AND TO THE EXTENT APPLICABLE ANY FUNDS ON BEHALF OF WHICH SUCH PERSON ACQUIRES SUCH SECURITIES THAT ARE LOCATED IN A RELEVANT MEMBER STATE, OR TO WHOM ANY OFFER OF SECURITIES MAY BE MADE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A QUALIFIED INVESTOR AS DEFINED ABOVE.
THE SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU ("MIFID II"); (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC ("IMD"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
THIS ANNOUNCEMENT MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, 'FORWARD-LOOKING STATEMENTS'. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS 'BELIEVES', 'ESTIMATES', 'PLANS', 'PROJECTS', 'ANTICIPATES', 'EXPECTS', 'INTENDS', 'MAY', 'WILL' OR 'SHOULD' OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING STATEMENTS MAY AND OFTEN DO DIFFER MATERIALLY FROM ACTUAL RESULTS. ANY FORWARD-LOOKING STATEMENTS REFLECT THE ISSUER/GUARANTOR'S CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE GROUP'S BUSINESS, RESULTS OF OPERATIONS, FINANCIAL POSITION, LIQUIDITY, PROSPECTS, GROWTH OR STRATEGIES. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE.
EACH OF THE ISSUER, THE GUARANTOR, THE BANKING SYNDICATE AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY FORWARD LOOKING STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
THE BANKING SYNDICATE ARE ACTING EXCLUSIVELY FOR ISSUER AND THE GUARANTOR AND NO-ONE ELSE IN CONNECTION WITH THE OFFERING. THEY WILL NOT REGARD ANY OTHER PERSON AS THEIR RESPECTIVE CLIENTS IN RELATION TO THE OFFERING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN ISSUER AND THE GUARANTOR FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS, NOR FOR PROVIDING ADVICE IN RELATION TO THEOFFERING, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO HEREIN.
IN CONNECTION WITH THE OFFERING OF THE SECURITIES, THE BANKING SYNDICATE AND ANY OF THEIR AFFILIATES MAY TAKE UP A PORTION OF THE SECURITIES IN THE OFFERING AS A PRINCIPAL POSITION AND IN THAT CAPACITY MAY RETAIN, PURCHASE, SELL, OFFER TO SELL FOR THEIR OWN ACCOUNTS SUCH SECURITIES AND OTHER SECURITIES OF THE ISSUER OR RELATED INVESTMENTS IN CONNECTION WITH THE OFFERING OR OTHERWISE. THE BANKING SYNDICATE AND ANY OF THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS (INCLUDING SWAPS, WARRANTS OR CONTRACTS FOR DIFFERENCES) WITH INVESTORS IN CONNECTION WITH WHICH THE BANKING SYNDICATE AND ANY OF THEIR AFFILIATES MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SECURITIES. THE BANKING SYNDICATE DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL ORREGULATORY OBLIGATIONS TO DO SO.
NONE OF THE BANKING SYNDICATE OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO THE ISSUER OR GUARANTOR, THEIR SUBSIDIARIES OR ASSOCIATED COMPANIES, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING