Two-thirds majority reached – Convertible bondholders approve amendment of terms of the convertible bond due in 2020
At the bondholders’ meeting of Meyer Burger Technology Ltd, held in Zurich on 25 November 2016, the bondholders have approved the proposed amendments of the terms of the convertible bond with the legally required quorum of a majority of two-thirds of the total outstanding nominal amount of the convertible bond. The resolutions still need to be approved by the High Court of the Canton of Berne. With the positive resolutions at the bondholders’ meeting, the first condition in implementing the recapitalisation programme has been reached and this represents an important step for the successful recapitalisation of the company. Meyer Burger had announced a comprehensive recapitalisation programme on 8 November 2016 and had published further details to it on 11 November 2016.
At the bondholders’ meeting, a total of CHF 73.035 million of nominal bond value was represented, corresponding to 73.035% of the total outstanding nominal amount of the CHF 100 million convertible bond (due in 2020). Under agenda item 3.a, the bondholders’ meeting approved the proposed amendment of terms of the convertible bond with 73.035% of the total outstanding nominal amount of the convertible bond:
- Removal of the investor put (right to request an early repayment of the bonds).
- Increase of the coupon from 4.0% to 5.5% per annum (retroactively as of 24 September 2016).
- Significant reduction of the conversion price from previously CHF 11.39 per Meyer Burger share. The conversion price shall be reset to 25.0% above the average of the daily volume-weighted average share prices (VWAPs) of the Meyer Burger shares in a period expected between 3 January 2017 and 30 January 2017, but at least 25.0% above the offer price which will be determined by the company’s Board of Directors for the newly issued shares in connection with the ordinary capital increase and not more than 25.0% above a maximum price which shall be determined depending on a theoretical value of the Meyer Burger share ex pre-emptive right and on the offer price.
Under agenda item 3.b, the bondholders’ meeting approved Schellenberg Wittmer AG as the new bondholders’ representative with 100% of the nominal amount of the bonds represented at the bondholders’ meeting. The planned amendments of the terms of the convertible bond in connection with agenda item 3.a are conditional upon the following:
- An increase of the company’s share capital.
- The registration of the increase of the company’s conditional capital with the register of commerce in a minimum amount which is sufficient for the purpose of covering the conversion rights of the bondholders due to the amended terms of the bonds.
- The written confirmation of the agreement between the lending banks and the company that the bank facilities (guarantee facility and loan secured by mortgage certificates) have been extended by three years each.
In order for the amendments of the convertible bonds under agenda item 3.a to become effective, the resolutions of the bondholders’ meeting also have to be approved by the High Court of the Canton of Berne. The approval becomes final when either no appeal to the Federal Court has been filed within the legally prescribed period of 30 days after the publication of the approval by the High Court of the Canton of Berne or an appeal has been rejected.
The Board of Directors and the Management of Meyer Burger thank the bondholders for their approval and support in the implementation of the recapitalisation programme.
Expected further timetable of the recapitalisation programme
02 December 2016 10.00 am CET: Start of Extraordinary Shareholders‘ Meeting of Meyer Burger Technology Ltd.
Following the Shareholders‘ Meeting: Press release regarding the resolutions of the Extraordinary Shareholders‘ Meeting.
05 December 2016 Publication of Offering Memorandum.
06 December 2016 After close of trading on SIX Swiss Exchange: Record date for determination of existing shareholders for the entitlement of subscription rights. Shareholders who acquire shares after the record date will acquire shares without entitlement to subscription rights.
07 December 2016 Start of trading in subscription rights and start of the rights exercise period.
13 December 2016 End of rights trading period.
15 December 2016 12.00 noon CET: End of rights exercise period. After close of trading on SIX Swiss Exchange: Press release regarding the number of exercised subscription rights.
16 December 2016 First day of trading in the new shares.
19 December 2016 Settlement and delivery of the new shares against payment of the offer price.