euro adhoc: centrotherm photovoltaics AG
Restructuring & Recapitalisations /
centrotherm photovoltaics determines cash subscription price for new shares at
EUR 20.00 per share
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
subscription price
27.10.2008
Blaubeuren, October 27, 2008 - With the approval of the Supervisory Board, centrotherm photovoltaics AG's Managing Board has determined the subscription price for the up to 3,775,707 new shares today. These can be subscribed against cash contribution as part of the company's combined capital increase against cash and in kind at EUR 20.00 per share. This subscription price was set approximately 38 percent below the subscription price of EUR 32.50 per new share that Hartung Beteiligungs GmbH will effectively pay for the new shares she subscribes against contribution in kind.
The size of the combined capital increase against cash and in kind will entirely reflect the extent to which shareholders exercise their subscription rights. The period during which the subscription rights can be exercised expires on October 31, 2008. Subscription rights not exercised by the end of this period will lapse.
The syndicate banks led by Commerzbank as sole bookrunner and sole lead manager in coordination with the company may offer and sell any new shares not subscribed on the basis of the subscription offer among qualified investors outside the United States of America, Canada, Japan, and Australia by way of an international private placement.
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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 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.
end of announcement euro adhoc
Further inquiry note:
Company contact:
Saskia Schultz-Ebert
Senior Manager 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