Thun, 25 April 2013
"NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN."
"This document does not contain or constitute an offer to sell or a
solicitation of any offer to buy securities in the United States or in any
other jurisdiction in which such offer or solicitation is not authorised or to
any person to whom it is unlawful to make an offer or solicitation. The
securities of Meyer Burger Technology Ltd have not been and will not be
registered under the United States securities laws and may not be offered or
sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended. Neither Meyer
Burger Technology Ltd nor its shareholders intend to register any portion of
the offering in the United States or conduct a public offering of securities
in the United States."
Meyer Burger Technology Ltd - Ordinary General Meeting of Shareholders 2013
approves all proposals by the Board of Directors
The ordinary General Meeting of Shareholders of Meyer Burger Technology Ltd
(SIX Swiss Exchange: MBTN) held in Berne on 25 April 2013 approved all
proposals by the Board of Directors with a large majority. In total,
11,799,307 registered shares were represented, corresponding to approximately
24.5% of the share capital registered in the commercial register. 1,067,741
registered shares were represented by shareholders who personally attended the
General Meeting and by third parties. 4,269,209 registered shares were
represented by the Company proxy, and 6,462,357 registered shares were
represented by the independent proxy.
1.The General Meeting of Shareholders approved the annual report, the annual
financial statements and the consolidated financial statements 2012.
2.The General Meeting of Shareholders followed the proposal by the Board of
Directors to carry forward the balance of retained earnings in the amount
of TCHF 302,402.
3.The members of the Board of Directors and of the Management Board of the
Company were granted discharge ("Entlastung") for the business year 2012.
4.The present members of the Board of Directors, Rudolf Samuel Güdel and
Prof Dr Konrad Wegener were individually re-elected for a term of office
of three years each.
5.PricewaterhouseCoopers Ltd., Berne, was re-elected as auditors for another
6.The ordinary General Meeting of Shareholders approved an ordinary capital
increase in the amount of CHF 1,805,363.15 through the issuance of
36,107,263 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 4,212,514.05.
Following the approval by the General Meeting of Shareholders, the ordinary
capital increase can be implemented as planned. Meyer Burger Technology Ltd
will receive gross proceeds of CHF 151.7 million through the capital increase,
which will further strengthen the liquidity and equity base of the Company.
The exercise period of the subscription rights for the new registered shares
shall be from 29 April to 7 May 2013 (12:00 noon CEST). The subscription
rights shall be tradable on SIX Swiss Exchange from 29 April to 6 May 2013.
The first day of trading of the new registered shares on SIX Swiss Exchange is
expected to be 8 May 2013.
Expected timetable regarding the capital increase
After close of trading on SIX Swiss Exchange: Record date for
determination of existing shareholders for the entitlement of
26 April 2013
Shareholders that acquire shares after the record date will
acquire shares without entitlement to subscription rights.
Publication of Offering Memorandum.
29 April 2013 Start of trading in subscription rights and start of the rights
06 May 2013 End of rights trading period.
12:00 noon CEST: end of rights exercise period.
07 May 2013
After close of trading on SIX Swiss Exchange: press release
regarding the number of exercised subscription rights.
08 May 2013 First day of trading in the new shares.
13 May 2013 Settlement and delivery of the new shares against payment of the
For further information:
Head of Corporate Communications
Phone +41 (0) 33 221 25 06
Phone +41 (0) 33 221 28 34
About Meyer Burger Technology Ltd
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 over 2,000 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, product 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, re-grooving services, 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 SIX Swiss Exchange (Ticker: MBTN).
This document does neither constitute an offer to buy or to subscribe for
securities of Meyer Burger Technology Ltd 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 exercise subscription rights or
to buy or to subscribe to shares of Meyer Burger Technology Ltd solely based
on the official offering circular and listing prospectus (the "Offering
Memorandum") which is expected to be published as of 26 April 2013 by Meyer
Burger Technology Ltd and available free of charge from Credit Suisse AG,
Zurich, Switzerland (Facsimile: +41 44 333 35 93, E-mail:
email@example.com) and UBS AG, Zurich, Switzerland
(Facsimile: +41 44 239 69 14, E-mail: firstname.lastname@example.org). 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 Ltd 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 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 or any jurisdiction in which such an offer or solicitation is
unlawful. The Meyer Burger Technology Ltd shares 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 Ltd shares 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 Ltd shares 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 Meyer Burger Technology Ltd shares 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
Any offer of securities that may be deemed to be made pursuant to this
communication in any EEA Member State that has implemented Directive
2003/71/EC, as amended, (together with any applicable implementing measures in
any Member State, the "Prospectus Directive") is only addressed to qualified
investors in that Member State representing legal entities which are
authorized or regulated to operate in the financial markets, or, if not so
authorized or regulated, whose corporate purpose is solely to invest in
securities and legal entities qualifying as qualified investors within the
meaning of the Prospectus Directive.
In Australia, this document is for distribution only to "sophisticated
investors" or "professional investors" (within the meaning of section 708(8)
and section 708(11), respectively, of the Corporations Act 2001 (Cth)
(Corporations Act)). Any person or entity receiving this document represents
and warrants that if it is in Australia it is either a professional or
sophisticated investor and that it will not distribute this document to any
other person. This document does not constitute an offer, or an invitation to
purchase or subscribe for the securities offered by this document except to
the extent that such an offer or invitation would be permitted under Chapter
6D of the Corporations Act without the need for a lodged disclosure document.
This report does not take into account your particular investment objectives,
financial situation or needs. Before making an investment in securities of
Meyer Burger Technology Ltd, you should consider whether such an investment is
appropriate to your particular investment objectives, financial circumstances
and needs, and consult an investment adviser if necessary.
Press Release pdf
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