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Abonner centrotherm photovoltaics AG

centrotherm photovoltaics AG

centrotherm photovoltaics passes resolution to integrate sister company centrotherm Thermal Solutions by way of payment-in-kind

Blaubeuren (euro adhoc) -

- Combined capital increase in cash and in kind and pre-emptive 
rights for all shareholders
 - Issue of up to eight million new 
shares with a 2:1 subscription ratio
 - Major shareholder Hartung 
Beteiligungs GmbH accepts significant discount to auditor's valuation
for payment-in-kind  
 - Expansion of technology leadership and 
market position
  ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for
  the content of this announcement.
shares
Blaubeuren, October 14, 2008 - With the
approval of the Supervisory Board, the Management Board of 
centrotherm photovoltaics AG has passed a resolution today to perform
a combined cash and non-cash capital increase using approved capital,
and with subscription rights for shareholders. The aim is to increase
the company's share capital by up to EUR 8 million from currently EUR
16 million, to up to EUR 24 million. The new shares will be 
correspondingly offered to all shareholders for subscription with a 
two to one subscription ratio. Commerzbank AG, as the sole lead 
manager and sole bookrunner, will manage the capital increase along 
with Landesbank Baden-Württemberg as co-lead manager.
The shareholder Hartung Beteiligungs GmbH will use all its 
subscription rights by subscribing for a total of 4,224,293 new 
shares in centrotherm, thereby contributing all its shares in 
centrotherm Thermal Solutions GmbH & Co. KG and its general partner 
as payment-in-kind.  "This effectively brings about the integration 
of a leading producer of production plants for solar cells, which 
will result in a significant enhancement of the value of centrotherm 
photovoltaics," comments Robert Hartung, CEO of centrotherm 
photovoltaics. The subscription price for the new shares to be 
subscribed for against payment-in-kind has been fixed at EUR 32.50 
per new share. Hartung Beteiligungs GmbH has stated ahead of the 
transaction that it is prepared to contribute its shares in 
centrotherm Thermal Solutions with a significant discount of around 
EUR 62 million compared with the valuation of EUR 199 million that 
has been calculated by Ernst & Young, as an independent auditing 
company.
"Integrating centrotherm Thermal Solutions forms part of our strategy
of incorporating key equipment and technology into the Group," 
explains Robert Hartung. "Our aim is to further extend our technology
leadership along the solar value-creation chain, and to secure our 
market position as a provider of production plants for solar silicon 
and turnkey production lines for the manufacturing of solar cells and
thin-film modules." centrotherm photovoltaics started to integrate 
equipment into the Group with the acquisition of FHR Anlagenbau GmbH 
in November 2007. This allowed the company to expand its portfolio to
include sputter systems that are important for the production of 
thin-film modules. The connection of technology and plant engineering
in the solar silicon area occurred in August 2008 with the takeover 
of the entirety of SolMic GmbH. SolMic is a specialist for technology
and engineering services surrounding design and process-optimization 
for the manufacturing of polysilicon, ingots, and wafers.
This strategy is now being pursued consistently with the integration 
of centrotherm Thermal Solutions. The company already supplies 
centrotherm photovoltaics with thermal plant as part of an exclusive 
cooperation agreement. This plant is either sold as individual 
equipment, or used in turnkey production lines for the manufacturing 
of solar cells. centrotherm Thermal Solutions currently employs a 
workforce of over 400 people, and achieved 2007 sales of EUR 106.5 
million (on the basis of IFRS accounting), and an EBIT of EUR 7.1 
million. In the first half of 2008, it achieved IFRS sales of EUR 
78.5 million, and an EBIT of EUR 8.2 million.
As part of a pro forma presentation of the centrotherm photovoltaics 
Group including centrotherm Thermal Solutions, sales in the first 
half of 2008 would have amounted to EUR 163.2 million, and EBITA 
(earnings before interest, tax, and amortization) would have been EUR
30.2 million, excluding at-equity earnings of EUR 1.8 million. This 
would have resulted in an EBITA margin (pro forma) of 17.7%, compared
with the 12.6% reported in centrotherm photovoltaics AG's interim 
financial statements.
Transaction structure: The remaining shareholders are entitled to 
subscribe for a total of 3,775,707 new shares against cash 
contribution. In line with the 2:1 subscription ratio, two old shares
of centrotherm photovoltaics AG entitle the holder to subscribe for 
one new share. Shareholders' depositary banks will register the 
subscription rights to shareholders according to the status as of 
late October 16, and can be exercised in the period between October 
17 and October 31, 2008. The subscription price for the new shares to
be subscribed against cash contribution will be announced 
prospectively on October 27, 2008. It will amount to a maximum of 
EUR32.50 per share, thereby not exceeding the subscription price for 
the new shares subscribed against payment in kind. No arrangements 
have been made for trading in the subscription rights. The scope of 
the capital increase in cash and in kind will reflect the extent to 
which shareholders subscribe for the new shares. The syndicate banks,
in coordination with centrotherm photovoltaics, may place any new 
shares not subscribed for on the basis of the subscription offer 
among institutional investors as part of an international private 
placement. The syndicate banks have neither the right nor the 
obligation to acquire and resell new shares that have not been 
subscribed for.
Use of the issue proceeds: If shareholders subscribe for new shares 
for cash as part of the transaction, or the company receives cash 
proceeds due to a potential private placement of shares that have not
been subscribed for, the company intends to invest the resulting 
issue proceeds for financing further internal and external growth, 
for the implementation and funding of strategic goals and for general
business objectives.
centrotherm photovoltaics is withdrawing the earnings forecast it 
issued on March 31 of this year as a result of the forthcoming 
capital measures, for which the company will issue a securities 
prospectus. This does not imply any statement as to whether sales or 
earnings for the 2008 financial year will be higher or lower than 
originally forecasted. As a result of the high level of its order 
backlog and business growth to date, centrotherm photovoltaics 
continues to assume a significant rise in sales compared with the 
2007 financial year, accompanied by a further good return on sales, 
even excluding the integration of centrotherm Thermal Solutions.
The precise terms of the offer can be found in the securities 
prospectus, which the Federal Financial Supervisory Authority (BaFin)
will prospectively approve on October 15, 2008, and which will be 
published on the company's website at www.centrotherm-pv.de. The 
shareholder hotline is available to provide further information: +49 
7344 918-8890.
centrotherm photovoltaics also intends to acquire up to 158,549 
shares in the market as part of a share buy-back program, 
prospectively after the conclusion of the capital increase and until 
December 31, 2008 the latest. The intention is that these shares will
be transferred to Dr. Albrecht Mozer as part-payment for the sale of 
shares in SolMic GmbH that was announced on August 22, 2008.
Disclaimer This publication represents neither an offer for sale nor 
a solicitation to purchase securities in Germany, the United States 
of America, or any other jurisdiction. The company's securities are 
not, and will not, be offered for public sale. The company intends to
publish a securities prospectus in Germany in connection with the 
offer and listing of the new shares. Only such a securities 
prospectus contains the legally required information for investors. 
The securities prospectus will be available free of charge on the 
company's website for investors with place of residence in Germany, 
and a printed copy will be available on request during normal 
business hours from the company and banks forming the syndicate.
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

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Plus de actualités: centrotherm photovoltaics AG