NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

 

The Board of Directors proposes to the Extraordinary Shareholders’ Meeting to approve the issuance of up to 934,671,850 new registered shares with a par value of CHF 0.05 per share.

Existing shareholders who are holding Meyer Burger shares at the close of trading on October 31, 2022 are expected to be allotted one subscription right per existing share held. Holders of 20 subscription rights are entitled to purchase 7 offered shares at a price of CHF 0.267 per new share.

Trading of subscription rights at the SIX Swiss Exchange is expected to start on November 1, 2022 and to end on November 7, 2022. The subscription period is expected to start on November 1, 2022 and to end at 12:00 p.m. (noon) CET on November 9, 2022. First trading day of the new registered shares and settlement is expected to be on November 11, 2022.

 

The Board of Directors of Meyer Burger Technology AG (“Meyer Burger” or the “Company”) will propose to today’s Extraordinary General Meeting (“EGM”), to be held at 10:00 a.m. CEST in Thun, to increase the share capital of the Company by CHF 46,733,592.50 from CHF 133,524,550.55 to CHF 180,258,143.05 by issuing up to 934,671,850 new registered shares with a par value of CHF 0.05 per share (“New Shares”).

 

For the up to 934,671,850 New Shares, the subscription rights of existing shareholders will be granted directly or indirectly, subject to legal restrictions in foreign jurisdictions. The subscription price per New Share will be CHF 0.267, resulting in gross proceeds of approximately CHF 250 million.

 

Meyer Burger shareholders are expected to receive one subscription right for each registered share they hold as of October 31, 2022 (after close of trading). The subscription rights will be transferable and tradable via the envisaged rights trading on SIX Swiss Exchange. 20 subscription rights grant their holders the right to subscribe to 7 New Shares, subject to certain restrictions applicable to the offer of subscription rights, including legal restrictions in foreign jurisdictions.

 

Shares in respect of which rights have not been exercised during the subscription period may be sold by a bank syndicate. For the case and to the extent that not all New Shares have been subscribed for in the rights offering or sold in a potential subsequent rump placement, the bank syndicate has, subject to certain conditions, undertaken to purchase such New Shares at the offer price. 

 

All members of the Board of Directors and the executive management are planning to exercise their rights. In addition, Meyer Burger and all members of the Board of Directors and the executive management have entered into customary lock-up undertakings for a period of 180 days (in case of the Company) and 12 months (for the members of the Board of Directors and the executive management) after the first day of trading of the New Shares. 

 

Shareholders should receive in due course information from their custodian bank on the implementation of the ordinary capital increase and are requested to proceed in accordance with the instructions of the custodian bank if they wish to subscribe for the New Shares and exercise their subscription rights. Shareholders should note that custodian banks may set an earlier deadline for exercising subscription rights.

 

Expected timing of the capital increase and rights issue

Date    

October 31, 2022
- Publication of prospectus

November 1, 2022
- Start of subscription rights trading on SIX Swiss Exchange
- Start of subscription period

November 7, 2022
- End of subscription rights trading on SIX Swiss Exchange (close of trading)

November 9, 2022
- End of subscription period at 12:00 p.m. (noon) CET
- Potential Rump Placement

November 10, 2022
- Registration of the capital increase with the commercial register

November 11, 2022
- First trading day of the New Shares
- Delivery of the New Shares against payment of the subscription price