centrotherm photovoltaics issues a total of 5,162,382 new shares as part of a combined capital increase against contribution in cash and in kind
centrotherm photovoltaics AG determined today the final placing volume for the combined capital increase against contribution in cash and in kind. This capital increase was the subject of a resolution passed on October 14, 2008 by the Management Board of centrotherm photovoltaics, and by approval of its Supervisory Board. The company's share capital will consequently be raised by EUR 5,162,382 from EUR 16,000,000 to EUR 21,162,382 through the issue of 5,162,382 new shares. The execution of the capital increase will be entered in the commercial register prospectively on November 4, 2008, and the new shares will be included in the existing share listing prospectively on November 5, 2008.
The integration of sister company centrotherm Thermal Solutions GmbH & Co. KG, which is a leading manufacturer of thermal production equipment for solar cells, forms the focus of the transaction. Shareholder Hartung Beteiligungs GmbH has subscribed for all of the 4,224,293 new shares to which it is entitled by exercising its subscription rights. To this end, it has transferred all shares in centrotherm Thermal Solutions and its general partner into centrotherm photovoltaics as contribution-in-kind on the basis of a subscription price of EUR 32.50 per new share.
In line with the 2:1 subscription ratio, all remaining shareholders were entitled to subscribe for one new share for every two old shares held, and in exchange for EUR 20 per new share in cash. A total of 938,089 new shares were subscribed for as part of this transaction. centrotherm photovoltaics consequently receives gross issue proceeds of around EUR 18.8 million from the cash component of the transaction. These proceeds can be invested in the company's further growth.
– End of the ad hoc release –
This document constitutes neither an offer of securities for sale nor a solicitation of an offer to purchase securities in Germany, the United States of America, Canada, Japan, Australia or any other jurisdiction. No offer or sale of shares (the “Shares”) in centrotherm photovoltaics AG (the “Company”) or rights to subscribe for Shares in the Company is being made to the public in any jurisdiction. This document does not constitute a securities prospectus. With regard to the listing of the Shares, the Company prepared a securities prospectus (the “Prospectus”), which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) on October 15, 2008. Only this Prospectus including any supplements thereto, if any, contains the information which is legally required to be provided to investors. The Prospectus is available free of charge for German residents on the Company’s website; printed copies are available free of charge for German residents during regular business hours at the domestic offices of the Company and the underwriters.
Shares in the Company and rights to subscribe for Shares in the Company may not be offered or sold in the United States or to or for the account or benefit of “U.S. persons” (as such term is defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)) absent registration or an exemption from registration under the Securities Act. The Shares and the rights to subscribe for Shares in the Company have not been and will not be registered under the Securities Act.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Securities in the Company are only available to, and any invitation, offer or agreement to subscribe for, 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.
This document is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan and Australia.
About centrotherm photovoltaics AG
centrotherm photovoltaics AG, which is based at Blaubeuren, is one of the world's leading technology and service-providers for the manufacturing of solar cells and solar silicon. The broad product spectrum comprises key equipment and turnkey production lines for crystalline and thin-film solar cells. The product range is supplemented by reactors and converters for the manufacturing of solar silicon. centrotherm photovoltaics guarantees its customers important performance parameters such as production capacity, degree of efficacy, and completion deadlines for turnkey lines. Including the recent acquisition of centrotherm Thermal solutions, centrotherm photovoltaics currently employs about 900 staff members at its locations in Blaubeuren, Burghausen, Constance and Dresden. The company operates globally in Europe, Asia and the USA. In the financial year 2007 centrotherm photovoltaics achieved revenue of EUR 166.2 million, EBIT of EUR 21.1 million, and is listed in the TecDax of the Frankfurt Stock Exchange.
centrotherm photovoltaics AG
Listing: Regulated Market/Prime Standard, Frankfurt Securities Exchange
Registered Office: Germany
Senior Manager Investor Relations
T +49 7344 918-8890