-Capital increase prepares ground for stability and further growth
-New shares will be issued at EUR 1.10 per new share
-Core investors contribute at least EUR 148m
-Chief Executive Dieter Ammer: “The capital increase will lower debt, reduce interest charges and will enable further growth.”
Hamburg – The Management Board of Conergy AG, with the approval of the Supervisory Board, has decided on a rights issue worth around EUR 400m yesterday. 363,000,000 new shares will be issued at EUR 1.10 per new share. Subject to the approval of the prospectus by the Federal Financial Supervisory Authority (BaFin), which is expected today, the subscription period will begin on 18 November and end on 2 December 2008. The proceeds from the issue will amount to EUR 399.3m.
“We have done most of our homework and are on the right path towards making money again. This is why we have the confidence to take this step, even in a difficult market environment. We have the support of the banks and the core shareholders in doing so”, said Conergy CEO Dieter Ammer.
Firm commitments to purchase shares in the amount of EUR 137m
Leemaster Ltd., owned by one of Conergy’s shareholders, Dr. Otto Happel, will be supporting the capital increase. Happel says “The capital increase will allow Conergy to close the chapter of financial insecurity and will provide the company with the necessary breathing space. I will support this course with my investment in the transaction”.
Another family office, Athos Service GmbH, owned by the Strüngmann family, will also participate in the issue. Together, both have given firm commitments to purchase shares in the amount of EUR 137m. Ammer also said “As one of the two founding shareholders, I will be adding to my existing commitment by participating in the rights issue with a further EUR 11m. I believe in the company and want to show this! We want to pay down debt, reduce interest charges and use the additional flexibility for our further growth. And because of this capital increase we will use all further opportunities for improvement at Conergy.”
This capital increase is one of the last major steps with which Conergy will support the refocusing of its operations on the solar business, which began in November 2007.The proceeds will be used to pay off a EUR 240m bridging loan as well as a portion of the syndicated credit line. In addition, the proceeds will be used for the planned growth in 2009 and 2010.
Share capital significantly increased. Complete underwriting by the banks
With the issue of the new shares, Conergy will increase its share capital by EUR 363,000,000 from EUR 35,088,928 up to EUR 398,088,928 against a cash investment. The complete underwriting of the capital increase will be guaranteed by the Joint Lead Managers and Book Runners Credit Suisse and Dresdner Kleinwort, subject to the usual conditions. The subscription ratio is 1 to 10, i.e. shareholders can subscribe to 10 new shares for each old share. Trading of the rights on the Frankfurt stock exchange will begin on 18 November and continue until 28 November 2008. It is anticipated that the new shares begin trading on the Frankfurt Stock Exchange’s Prime Standard on 3 December 2008. The new shares will be entitled to a dividend from 1 January 2008.
Prospectus still subject to Federal Financial Supervisory Authority’s (BaFin) approval
The company’s share prospectus is still subject to the approval of the Federal Financial Supervisory Authority (BaFin). This is expected today. As soon as approval has been obtained, the prospectus will be available on Conergy AG’s website and can be obtained at the company’s offices, Anckelmannsplatz 1, 20537 Hamburg, at Credit Suisse Securities (Europe) Limited, Junghofstraße 16, 60311 Frankfurt am Main and at Dresdner Kleinwort, Theodor-Heuss-Allee 44-46, 60486 Frankfurt am Main.
About Conergy
Since its founding in 1998, Hamburg-based Conergy AG has sold more than a gigawatt in renewable energy, making it one of the biggest European suppliers of solar energy and other renewable energies, and a world leader in solar system integration. Of the one gigawatt in renewable energies, Conergy has installed more than 400 megawatts in its major projects, Of the total one gigawatt, 200 megawatts falls to its wind energy park projects and 800 to its globally marketed solar modules. According to the German Solar Industry Association (BSW) this is just under a fifth of the entire installed photovoltaic output in Germany. Calculative one in ten modules worldwide was produced, sold or installed by Conergy.
Listed on the Frankfurt Stock Exchange since 2005, the group pursues a global growth strategy, The company now produces, installs and designs solar power systems and wind turbines in around 20 countries. The Conergy Group is represented with its own branches on five continents.
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DISCLAIMER:
This communication is neither a prospectus nor does it constitute an offer to sell or the solicitation of an offer to purchase the shares or other securities of Conergy AG and it does not substitute the prospectus. Subject to the approval by the German Financial Supervisory Authority a securities prospectus will be published, probably on 14 November, and made available free of charge by Conergy AG and the banks named above. The shares will be offered exclusively on the basis of the prospectus required to be approved by the German Financial Supervisory Authority.
This communication is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”).Any public offering of securities to be made in the United States of America would be made by means of a prospectus that may be obtained from Conergy AG and that would contain detailed information about the company and management, as well as financial statements. Conergy AG does not intend to register any part of the offering in the United States.
The information contained in this communication is not for publication or distribution in or into the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in the United States of America, Canada, Australia or Japan.
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