euro adhoc: centrotherm photovoltaics AG
Restructuring & Recapitalisations /
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
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
03.11.2008
Blaubeuren, November 3, 2008 - 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 announcement ----
Disclaimer 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 were made and are 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 meant for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan and Australia.
end of announcement euro adhoc
Further inquiry note:
Company contact:
Saskia Schultz-Ebert
Senior Managerin Investor Relations
Tel: +49 7344 918-8890
E-mail: saskia.schultz-ebert@centrotherm.de
Press contact:
Christina Siebels, Grit Pauli
HOSCHKE & CONSORTEN Public Relations GmbH
Tel: +49 40 3690 50-58 /-31
E-mail: c.siebels@hoschke.de; g.pauli@hoschke.de
Branche: Energy
ISIN: DE000A0JMMN2
WKN: A0JMMN
Börsen: Börse Frankfurt / regulated dealing/prime standard