The Extraordinary Shareholders’ Meeting of Meyer Burger Technology Ltd (SIX Swiss Exchange: MBTN) held on 2 December 2016 approved all proposals by the Board of Directors with a large majority. In total, 27’023’703 registered shares were represented, corresponding to about 29.58% of the share capital registered in the commercial register. 1’225’239 registered shares were represented by shareholders who personally attended the Meeting and by third parties. 25’798’464 registered shares were represented by the independent proxy.
The Board of Directors and the Management of Meyer Burger thank the shareholders for their approvals and the support.
This press release 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 Ltd assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
This press release serves informational purposes and constitutes neither an offer to sell nor a solicitation to buy any securities. A public offer of securities of Meyer Burger Technology AG has not yet taken place. Any securities orders received prior to the commencement of the rights exercise period will be rejected. This press release does not constitute an offering prospectus within the meaning of Article 652a of the Swiss Code of Obligations nor a listing prospectus within the meaning of the listing rules of SIX Swiss Exchange. If a public offer of securities of Meyer Burger Technology AG is made, a prospectus prepared in accordance with Swiss laws will be published by making it available free of charge at Credit Suisse AG (Email: equity.prospectus@credit-suisse.com) and UBS AG (Fax: +41 44 239 69 14, Email: swiss-prospectus@ubs.com)
This press release is not being issued in the United States of America ("United States"), Australia, Canada or Japan and must not be distributed into such countries or via publications with a general circulation in such countries. This press release does not constitute an offer or invitation to purchase any securities in the United States. The securities of Meyer Burger Technology Ltd have not been registered under the U.S. Securities Act of 1933, as amended, ("Securities Act"), and may not be offered, sold or delivered within the United States absent from registration under or an applicable exemption from the registration requirements of the United States securities laws.
This document does neither constitute an offer of securities nor a prospectus in the meaning of the applicable German law. Any offer of securities to the public that may be deemed to be made pursuant to this communication is only addressed to qualified investors within the meaning of Sec. 3 Para. 2 No. 1 German Securities Prospectus Act (Wertpapierprospektgesetz – WpPG). 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.
This document is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
- The Shareholders‘ Meeting approved the Board of Directors’ proposal for an ordinary capital increase in the amount of CHF 22,842,590.00 through the issuance of 456,851,800 new registered shares with a nominal value of CHF 0.05 each. After completion of the capital increase, the ordinary share capital of the company will amount to CHF 27,411,108.00. This agenda item was approved by 98.3% of the votes represented.
- Furthermore, the Shareholders‘ Meeting approved the increase of conditional capital for the exercise of conversion and/or option rights, in order to have enough conditional capital available to cover the conversion rights under the CHF 100 million convertible bond (due in 2020) with respect to the reduced conversion price of the convertible bond. The conditional capital for conversion and/or option rights was increased from previously CHF 440,000.00 to CHF 13,673,555.40 (through the issuance of a maximum of 273’471’108 registered shares, which shall be fully paid-in, with a nominal value of CHF 0.05 each). Article 3c of the Articles of Association was changed accordingly. This agenda item was approved by 98.0% of the votes represented.
- The Shareholders‘ Meeting also approved the increase of authorised capital from previously CHF 240,000.00 to CHF 5,482,221.60 (through the issuance of a maximum of 109,644,432 registered shares, which shall be fully paid-in, with a nominal value of CHF 0.05 each). The issuance of share capital out of the authorised capital is possible until 2 December 2018. Article 3a of the Articles of Association was changed accordingly. This agenda item was approved by 91.0% of the votes represented.
The Board of Directors and the Management of Meyer Burger thank the shareholders for their approvals and the support.
This press release 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 Ltd assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
This press release serves informational purposes and constitutes neither an offer to sell nor a solicitation to buy any securities. A public offer of securities of Meyer Burger Technology AG has not yet taken place. Any securities orders received prior to the commencement of the rights exercise period will be rejected. This press release does not constitute an offering prospectus within the meaning of Article 652a of the Swiss Code of Obligations nor a listing prospectus within the meaning of the listing rules of SIX Swiss Exchange. If a public offer of securities of Meyer Burger Technology AG is made, a prospectus prepared in accordance with Swiss laws will be published by making it available free of charge at Credit Suisse AG (Email: equity.prospectus@credit-suisse.com) and UBS AG (Fax: +41 44 239 69 14, Email: swiss-prospectus@ubs.com)
This press release is not being issued in the United States of America ("United States"), Australia, Canada or Japan and must not be distributed into such countries or via publications with a general circulation in such countries. This press release does not constitute an offer or invitation to purchase any securities in the United States. The securities of Meyer Burger Technology Ltd have not been registered under the U.S. Securities Act of 1933, as amended, ("Securities Act"), and may not be offered, sold or delivered within the United States absent from registration under or an applicable exemption from the registration requirements of the United States securities laws.
This document does neither constitute an offer of securities nor a prospectus in the meaning of the applicable German law. Any offer of securities to the public that may be deemed to be made pursuant to this communication is only addressed to qualified investors within the meaning of Sec. 3 Para. 2 No. 1 German Securities Prospectus Act (Wertpapierprospektgesetz – WpPG). 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.
This document is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
