Meyer Burger announces preliminary take-up of 97.54% of offered shares in
the ongoing capital increase; remaining shares to be placed in the market
Meyer Burger Technology AG / Key word(s): Capital Increase
Meyer Burger announces preliminary take-up of 97.54% of offered shares in
the ongoing capital increase; remaining shares to be placed in the market
02-Apr-2024 / 17:52 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.
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Ad hoc announcement pursuant to Art. 53 LR
Thun, April 2, 2024
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Meyer Burger announces preliminary take-up of 97.54% of offered shares in
the ongoing capital increase; remaining shares to be placed in the market
Meyer Burger Technology AG ("Meyer Burger" or the "Company") announces the
result of its rights offering: As of the end of the subscription period at
12:00 noon CEST on April 2, 2024, 97.54% of the shares offered in the rights
issue, or 19,648,121,444 out of 20,144,423,886 offered shares, were
subscribed via the exercise of subscription rights. Meyer Burger's largest
shareholder, Sentis Capital PCC, Cell 3 (Sentis Capital) has committed, in a
total amount of up to CHF 50 million, to exercise all of its subscription
rights, to potentially buy subscription rights in the market and, as a
backstop, to purchase shares that have not been subscribed for in the rights
issue. In fulfillment of this commitment, Sentis Capital has exercised all
of its subscription rights and thus subscribed for around 2,090 million
offered shares. Furthermore, Sentis Capital has purchased and exercised
additional subscription rights and thus subscribed for around 1,186 million
additional offered shares, bringing the aggregate number of offered shares
subscribed by Sentis Capital to around 3,276 million at CHF 32.76 million.
As mentioned in prior announcements and in the prospectus relating to the
rights offering, shares with respect to which subscription rights have not
been validly exercised will be placed in the market. The Company expects to
announce the final number of shares sold in the capital increase on April 3,
2024.
The first trading day of the new shares on the SIX Swiss Exchange is
expected to be April 5, 2024. Delivery of the new shares against payment of
the subscription or placement price is expected to occur on April 5, 2024,
as well.
As previously announced, in connection with the capital increase, the
conversion price of the outstanding EUR 145 million convertible bonds due
2027 (ISIN: CH1118223390) was adjusted from EUR 0.52 to EUR 0.17, and the
conversion price of the outstanding EUR 216.3 million convertible bonds due
2029 (ISIN: CH1239464675) was adjusted from EUR 0.6953 to EUR 0.23.
Swiss Takeover Board Decision
Meyer Burger, Sentis Capital PCC, Cell 3 and DESRI Acquisition Holdings,
L.L.C. have obtained a ruling from the Swiss Takeover Board (the TOB) on
March 25, 2024. Meyer Burger is required to publish the provision of the
TOB's decision:
"The Takeover Board decides:
1. It is determined that Sentis Capital PCC, Cell 3, DESRI Acquisition
Holdings, L.L.C. and other investors who have entered into or will enter
into agreements that substantially correspond, in the points relevant
under takeover law, to the agreements submitted to the Swiss Takeover
Board are not obliged to make a public takeover offer for all listed
equity securities of Meyer Burger Technology AG pursuant to Art. 135
para. 1 sentence 1 FMIA.
2. It is determined that, pursuant to Art. 135 para. 1 sentence 1 FMIA,
the share capital of Meyer Burger Technology AG registered in the
commercial register immediately after the registration of the ordinary
capital increase shall be decisive for the calculation of the voting
rights of each investor after completion of the ordinary capital
increase.
3. As a condition subsequent, Sentis Capital PCC, Cell 3, DESRI
Acquisition Holdings, L.L.C. and Meyer Burger Technology AG are required
to provide the Takeover Board with copies of all new agreements
concluded with the relevant persons with regard to the capital increase
of Meyer Burger Technology AG within three trading days after the
issuance of the present decision or within three trading days after the
signing of these agreements.
4. Meyer Burger Technology AG is required to publish the possible
statement of its Board of Directors, the provisions of the present
decision as well as the reference to the right of objection of qualified
shareholders pursuant to Art. 61 para. 3 and 4 TOO.
5. This decision will be published on the website of the Swiss Takeover
Board at the earliest immediately after the publication of the
provisions of the present decision by Meyer Burger Technology AG.
6. The fees payable by Sentis Capital PCC, Cell 3, DESRI Acquisition
Holdings, L.L.C. and Meyer Burger Technology AG with joint and several
liability amount to CHF 40,000."
The Company's Board of Directors has decided not to publish a separate
report within the meaning of Article 61 para. 3 lit. a of the Takeover
Ordinance.
Shareholders of the Company who hold more than 3% of the voting rights of
Meyer Burger, whether exercisable or not (a "qualified participation"),
since the date of publication of the decision may file an objection against
the decision of the TOB. The objection must be filed with the TOB
(Stockerstrasse 54, 8002 Zurich; e-mail: info@takeover.ch; fax: +41 44 283
17 40) within five (5) trading days after the publication of the decision.
The first trading day after the publication of the decision on the TOB
website will be the first day of the filing period. The objection must
contain a motion, summary reasons and proof of the qualified participation
as from the date of the publication of the decision.
Media contacts
Meyer Burger Technology AG
Anne Schneider
Head Corporate Communications
M. +49 174 349 17 90
anne.schneider@meyerburger.com
Alexandre Müller
Investor Relations
M. +41 43 268 3231
alexandre.mueller@meyerburger.com
This document constitutes advertising in accordance with article 68 of the
Swiss Financial Services Act.
This publication may contain specific forward-looking statements, e.g.
statements including terms like "believe", "assume", "expect", "forecast",
"project", "may", "could", "might", "will" or similar expressions. Such
forward-looking statements are subject to known and unknown risks,
uncertainties and other factors which may result in a substantial divergence
between the actual results, financial situation, development or performance
of Meyer Burger Technology AG and those explicitly or implicitly presumed in
these statements. Against the background of these uncertainties, readers
should not rely on forward-looking statements. Meyer Burger Technology AG
assumes no responsibility to update forward-looking statements or to adapt
them to future events or developments. Except as required by applicable law,
Meyer Burger Technology AG has no intention or obligation to update, keep
updated or revise this publication or any parts thereof following the date
hereof.
Important Notice
This document is not an offer to sell or a solicitation of offers to
purchase or subscribe for any securities. This document is not a prospectus
within the meaning of the Swiss Financial Services Act and not a prospectus
under any other applicable laws. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this
is barred or prohibited by law. The information contained herein shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities, in any jurisdiction in which such offer or solicitation would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any jurisdiction.
This document is 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) or any other jurisdiction into which
the same would be unlawful. This document does not constitute an offer or
invitation to subscribe for or purchase any securities in such jurisdictions
or in any other jurisdiction into which the same would be unlawful. In
particular, the document and the information contained herein should not be
distributed or otherwise transmitted into the United States of America or to
publications with a general circulation in the United States of America. The
securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the Securities Act), or the
laws of any state, and may not be offered or sold in the United States of
America absent registration under or an exemption from registration under
the Securities Act. There will be no public offering of the securities in
the United States of America.
The information contained herein does not constitute an offer of securities
to the public in the United Kingdom. No prospectus offering securities to
the public will be published in the United Kingdom. This document is only
being distributed to and is only directed at persons who (i) are outside the
United Kingdom or (ii) are "qualified investors" within the meaning of
article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129) as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018 who are also (A) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended from time to time (the FSMA Order) or (B) high net worth
entities falling within Article 49(2)(a) to (d) of the FSMA Order (all such
persons being referred to as "relevant persons"). The securities are only
available to, and any invitation, offer or agreement to subscribe, 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.
In any member state of the European Economic Area, this document is only
addressed to "qualified investors" in such member state within the meaning
of Regulation (EU) 2017/1129, and no person that is not a qualified investor
may act or rely on this document or any of its contents.
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End of Inside Information
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Language: English
Company: Meyer Burger Technology AG
Schorenstrasse 39
3645 Gwatt
Switzerland
Phone: +41 033 221 28 00
E-mail: mbtinfo@meyerburger.com
Internet: www.meyerburger.com
ISIN: CH0108503795
Valor: A0YJZX
Listed: SIX Swiss Exchange
EQS News ID: 1871753
End of Announcement EQS News Service
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1871753 02-Apr-2024 CET/CEST