Conergy AG

euro adhoc: Conergy AG
Restructuring & Recapitalisations
Conergy announces equity issue to strength its balance sheet
Dieter Ammer confirmed as CEO for the next two years

-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- 17.07.2008 Conergy announces equity issue to strength its balance sheet / Dieter Ammer confirmed as CEO for the next two years Hamburg, July 17, 2008 - The Hamburg based solar enterprise Conergy AG invites shareholders to its annual general meeting, to be held in Hamburg on August 28, 2008. The board will seek shareholder approval for a capital increase with subscription rights for existing shareholders with expected gross proceeds of approximately EUR450 million. The subscription ratio and price will be determined shortly prior to the start of the transaction on the basis of prevailing market conditions. Credit Suisse and Dresdner Kleinwort have been mandated to assist the company in preparing the envisaged capital increase which is currently intended to be structured as a fully underwritten discounted rights offering. Conergy will announce further details of the proposed capital increase in the context of the invitation to the annual general meeting to be published in the elektronischer Bundesanzeiger. Part of the total volume in the amount of approximately EUR450 million have already been subscribed by two family offices: Leemaster Ltd., held by Dr. Otto Happel, a current major shareholder of Conergy AG, and Athos Service GmbH, held by the Strüngmann family, have committed to invest a volume of EUR125 million in the capital increase for the subscription of new shares. Conergy's other major shareholders, Hans-Martin Rüter, Grazia Equity GmbH, 5r Private Equity KG and CEO Dieter Ammer, have all indicated their willingness to support the capital increase, and to partially exercise their subscription rights. Conergy will use the proceeds of the capital increase to pay back the bridge financing of EUR240 million and to finance the planned instalments for the repayment of the syndicated loan as well as to finance the ongoing restructuring programme and the planned growth of the business in 2009 and 2010. In addition, the Supervisory Board has appointed Dieter Ammer, the co-founder of Conergy and current interim CEO, as CEO of the company for the next two years, effective August 1, 2008. Accordingly, Dieter Ammer has today resigned from his post at the supervisory board, which had been inactive since his appointment as interim CEO, effective July 31 2008. The Supervisory Board will propose Mr. John Jetter, financial expert and German former chief executive officer of Investmentbank JPMorgan AG, as his successor to the annual general meeting. ___________________________ This communication is neither a prospectus nor does it constitute an offer to sell or the solicitation of an offer to purchase the shares or other securities of Conergy AG and it does not substitute the prospectus. Subject to the approval by the German Financial Supervisory Authority a securities prospectus will be published prior to the offer period and made available free of charge by Conergy AG and the coordinators. The shares will be offered exclusively on the basis of the prospectus required to be approved by the German Financial Supervisory Authority. This communication is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Any public offering of securities to be made in the United States of America will be made by means of a prospectus that may be obtained from Conergy AG and that will contain detailed information about the company and management, as well as financial statements. Conergy AG does not intend to register any part of the offering in the United States. The information contained in this communication is not for publication or distribution in or into the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in the United States of America, Canada, Australia or Japan. end of announcement euro adhoc -------------------------------------------------------------------------------- ots Originaltext: Conergy AG Im Internet recherchierbar: Further inquiry note: Christoph Marx Tel.: +49 (0)40 27142-1634 Email: Branche: Energy ISIN: DE0006040025 WKN: 604002 Index: Midcap Market Index, TecDAX, CDAX, HDAX, Prime All Share, Technologie All Share Börsen: Börse Frankfurt / regulated dealing/prime standard Börse Berlin / free trade Börse Hamburg / free trade Börse Düsseldorf / free trade Börse Hannover / free trade

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