euro adhoc: Solar-Fabrik AG
Capital measures
NOT FOR DISSEMINATION IN THE
UNITED STATES
Ad-hoc Announcement pursuant to Section 15 of the German Securities Trading Act
(WpHG)
Solar-Fabrik AG resolves on Capital Increase
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Capital Increase
27.08.2007
Freiburg, Germany, 27 August 2007
With approval from the Company´s Supervisory Board, the Management Board of Solar-Fabrik AG has resolved today on a capital increase against cash contributions from authorised capital by way of a rights issue of up to 4,450,000 new ordinary bearer shares each representing a notional amount of EUR1.00 of the Company´s share capital (`new shares´). The new shares carry dividend rights as from 1 January 2007 and may be subscribed for by shareholders in a ratio of two existing shares to one new share (2:1) through the exercise of an indirect subscription right during the subscription period beginning on 30 August and expected to end on 13 September 2007. The subscription price will be determined based on the prevailing market situation during the subscription period and will be announced in due course. There will be no rights trading on the stock market. Any shares not subscribed for will be placed with interested investors at a price not being below the subscription price in a public offering in Germany and a private placement in Europe expected to be carried out from 14 to 19 September 2007. SEB AG has been appointed to manage the rights issue, the public offering and the private placement subject to customary conditions. Further details on the capital increase will be announced by way of publication of the prospectus and the rights offering on 29 August 2007.
Solar-Fabrik AG intends to use the net proceeds from the capital increase primarily to cover advance payment obligations under its silicon supply contract with Hoku Materials, Inc., to expand production capacity for solar cells, to expand assembly capacity for solar panels, for acquisitions and joint ventures, and for expenditure on research and development.
Providing the capital increase is successfully completed and all new shares are placed, the share capital of Solar-Fabrik AG will increase by EUR4,450,000, from EUR8,900,000 to EUR13,350,000. The new shares are expected to be included in the quotation of the Company´s existing shares from 25 September 2007 onwards.
The Management Board
Disclaimer
This announcement is neither an offer to purchase nor a solicitation to make an offer to purchase shares or other securities. The offer in Germany will be made exclusively by means of and on the basis of the prospectus still to be published. The prospectus will be published on the Solar-Fabrik AG website from 29 August 2007. Printed copies will be available free of charge in Germany from the Company and from SEB AG.
This announcement is neither an offer to purchase securities nor a solicitation to make an offer to purchase shares or other securities in the United States. Shares in Solar-Fabrik AG (the "Shares") may not be offered or sold in the United States or to, or for the account of, any US person (as such term is defined in Regulation S of the US Securities Act of 1933 as amended (the `Securities Act´)) absent registration or an exemption from registration under the Securities Act. The Shares have not and will not be registered under the Securities Act.
end of announcement euro adhoc 27.08.2007 10:48:08
Further inquiry note:
Martin Schlenk
Tel. +49(0)761 4000 207
E-Mail: m.schlenk@solar-fabrik.de
Branche: Alternative energy
ISIN: DE0006614712
WKN: 661471
Börsen: Börse Frankfurt / regulated dealing/prime standard
Börse Berlin / free trade
Börse Stuttgart / free trade
Börse München / free trade