EQS-Adhoc: tubesolar AG: tubesolar AG decides to issue convertible bond and initiate cost-cutting measures

tubesolar AG: tubesolar AG decides to issue convertible bond and initiate cost-cutting measures

Augsburg, May 31, 2023 - tubesolar AG (ISIN DE000A2PXQD4) tries to cover the short-term financial needs of the company by issuing a convertible bond and thereby avert the insolvency of the company.

To this end, the Executive Board of the Company today resolved, with the approval of the Supervisory Board, to issue a convertible bond on the basis of the authorization resolution of the Annual General Meeting on August 14, 2020.

Following today's resolution, the Company will issue a 2.0% convertible bond with a total nominal value of up to EUR 4,500,000.00, divided into up to 4,500,000 bearer bonds with equal rights and a nominal value of EUR 1.00 each. Each bond will bear interest of 2.0% p.a. on its nominal value. The term of the convertible bond begins on August 1, 2023. The final maturity date is August 1, 2027. The conversion price per share is EUR 1.00. Shareholders are granted the statutory subscription right. The bonds will be offered to the Company's shareholders for subscription at a ratio of 4 to 1 (i.e. four no-par value bearer shares entitle the holder to subscribe to one bond) at a subscription price of 100% of the nominal amount of EUR 1.00 per bond. The exchange ratio is 1 bond : 1 share. The corresponding subscription offer is expected to be published in the Bundesanzeiger (Federal Gazette) on June 2, 2023. The subscription period is expected to begin on June 5, 2023 and end on June 19, 2023 (both inclusive). Bonds not subscribed by shareholders within the subscription period will be offered to selected investors for purchase at the subscription price in a private placement.

Based on the current stock market price of the Company's shares of well below one euro, a capital increase without a prior capital cut does not appear to be feasible from the Company's point of view. The Executive Board will therefore propose a capital reduction to the next Annual General Meeting. A capital reduction will not affect the aforementioned exchange ratio.

The subscription offer, a basic information sheet and the convertible bond terms and conditions are also expected to be available on the Company's website at https://tubesolar.de in the Investor Relations section from June 2, 2023.

If it is not possible to place the convertible bond, the Executive Board is expected to file an application for insolvency proceedings with the competent local court in the second half of June due to insolvency.

Furthermore, the Executive Board will immediately implement measures to reduce current costs. This includes the very extensive use of short-time working. This takes account of the fact that the Company is currently exposed to supply difficulties for the most important precursor product - namely PV foil.

Regardless of the amount of funds raised with the present issue, tubesolar AG will be dependent on raising further funds - equity and/or debt - in the short term in order to avoid insolvency and to continue its business activities.

1646007  31-May-2023 CET/CEST