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

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD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.

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