Meyer Burger Technology Ltd launches CHF senior convertible bond issue

Press Release

Thun, 17 September 2014

"NOT FOR RELEASE, PUBLICATION, CIRCULATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN OR ANY JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL."

Meyer Burger Technology Ltd launches CHF senior convertible bond issue

Meyer Burger Group (SIX Swiss Exchange: MBTN) announces today the launch of an offering of up to CHF 100 million senior unsecured convertible bonds due 2020 (the "Convertible Bonds"), with an investor put option in 2018. So far this year, the Company has made substantial investments into working capital as presented in the half year results. In the months July and August 2014, the trend of the run rate in "usual business" orders continued to show a similar pattern as in the first half-year period of 2014, with a strong improvement (+146%) over "usual business" orders for the comparable two months period in 2013 (+13% considering total incoming orders including large orders received in July/August 2013).

In order to have the required resources at hand to cope with future market developments and taking advantage of current capital market conditions, the Company decided to proactively raise additional long-term funds. The proceeds from the offering will mainly be used for funding of potential working capital requirements, investments in demo equipment and general corporate purposes.

The Convertible Bonds are expected to carry a coupon of between 3.5% and 4.5% per annum, payable annually in arrears and have a conversion price set at a premium of between 25% and 30% over the volume weighted average price of the shares between the announcement and pricing of the Convertible Bonds today. The final terms of the Convertible Bonds will be determined through an institutional bookbuilding process and are expected to be announced later today after the conclusion of the bookbuilding.

The Convertible Bonds will be issued at 100% of the principal amount and, unless previously redeemed, converted or repurchased and cancelled, will mature on 24 September 2020 at 100% of their principal amount. The bonds carry an investor put option after four years, i.e. on 24 September 2018. The bonds will be convertible into up to 8.8 million registered shares of Meyer Burger Technology Ltd, representing up to 9.8% of the current outstanding share capital of Meyer Burger Technology Ltd (the "Shares"). The Shares to be delivered upon conversion shall be sourced from conditional capital and/or from the existing authorised capital. Subject to the resolution of the Annual Shareholders' Meeting in April 2015, the Board of Directors plans to increase conditional capital by such amount required to satisfy all conversion rights attached to the Convertible Bonds by delivery of Shares solely out of conditional capital[1]. The pre-emptive rights of the shareholders to subscribe the convertible bonds have been excluded for this offering.

Application will be made for the Convertible Bonds to be admitted for listing and trading on the SIX Swiss Exchange, with provisional trading expected to start on or around 23 September 2014. Payment and settlement of the Convertible Bonds is expected to be on or around 24 September 2014.

The offering consists of a public offering in Switzerland and private placements in certain jurisdictions outside of Switzerland and the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, and in accordance with applicable securities laws, rules and regulations.

Credit Suisse and UBS are acting as Joint Bookrunners on the Convertible Bond offering.

[1] The current Articles of Association contain conditional capital of up to 4 million shares that can be issued in conjunction with convertible bonds, bonds with option rights or similar financial market instruments, as well as authorised capital of up to 4.8 million shares.

For further information:

Analysts / Investors

Michel Hirschi

Chief Financial Officer

Phone [phone]

[e-mail]

Media

Werner Buchholz

Head of Corporate Communications

Phone [phone]

[e-mail]

About Meyer Burger Technology Ltd

www.meyerburger.com

Meyer Burger is a leading global technology Group specialising on innovative systems and processes based on semiconductor technologies. The Group's focus is on photovoltaics (solar industry) while its competencies and technologies also cover important areas of the semiconductor and the optoelectronic industries as well as other selected high-end markets based on semiconductor materials. The Group currently employs more than 1,900 people across three continents. Over the past ten years, Meyer Burger has risen to the forefront of the photovoltaic market and established itself as an international premium brand by offering superior precision products and innovative technologies.

The Group's offering in systems, production equipment and services along the photovoltaic value chain includes the manufacturing processes for wafers, solar cells, solar modules and solar systems. Meyer Burger provides substantial added value to its customers and clearly differentiates itself from its competitors by focusing on the entire value chain.

The Group's comprehensive product portfolio is complemented by a worldwide service network with spare parts, consumables, process know-how, customer support, after-sales services, training and other services. Meyer Burger Group is represented in Europe, Asia and North America in the respective key markets and has subsidiaries and own service centres in China, Germany, India, Japan, Korea, the Netherlands, Switzerland, Singapore, Taiwan and the USA. The Group is also working intensively to develop new markets such as South America, Africa and the Arab region. The registered shares of Meyer Burger Technology Ltd are listed on the SIX Swiss Exchange (Ticker: MBTN).

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This document does neither constitute an offer to buy or to subscribe for securities of Meyer Burger Technology AG nor a prospectus within the meaning of applicable Swiss law (i.e. Art. 652a or Art. 1156 of the Swiss Code of Obligations or Art. 27 et seq. of the SIX Swiss Exchange Listing Rules). Investors should make their decision to buy or to subscribe to the Convertible Bonds or shares of Meyer Burger Technology AG solely based on the offering circular and listing prospectus which is expected to be published as of 17 September 2014 by Meyer Burger Technology AG and available free of charge from Credit Suisse AG, Zurich, Switzerland (Phone: [phone], Facsimile: [phone], E-mail: [e-mail]) and UBS AG, Zurich, Switzerland (Phone: [phone], Facsimile: [phone], E-mail: [e-mail]). Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.

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 the company 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.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, 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 announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia, Hong Kong or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia, Hong Kong or any jurisdiction in which such an offer or solicitation is unlawful. The Meyer Burger Technology AG shares and the Convertible Bonds have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the Meyer Burger Technology AG shares and the Convertible Bonds are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.

The Meyer Burger Technology AG shares and the Convertible Bonds have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Convertible Bonds or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

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 (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 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together 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.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

Press Release, PDF, 112KB

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