JA Solar Announces US$96 Million Registered Direct Offering
SHANGHAI, China, Aug. 14, 2013 (GLOBE NEWSWIRE) -- JA Solar Holdings Co., Ltd.
(Nasdaq:JASO) ("JA Solar" or the "Company") today announced that it has
entered into a Securities Purchase Agreement with a single institutional
investor (the "Investor") to issue securities in a registered direct offering
that will result in gross proceeds to the Company of up to US$96 million,
before deducting the placement agent fees and estimated offering expenses.
This amount does not take into account any proceeds from the Series B Warrant
(as defined below), which is not exercisable for one year following the date
Under the terms of the Securities Purchase Agreement, the Company has agreed
to sell an aggregate of 15,228,425 ordinary shares, US$0.0001 par value per
share, of the Company ("Ordinary Shares"), represented by 3,045,685 American
Depositary Shares (each, an "ADS"), at a price of US$7.88 per ADS, which is
94% of the volume-weighted average price of the Company's ADSs on August 13,
2013. The Company has also agreed to issue to the Investor (i) a warrant to
acquire up to 12,724,164 Ordinary Shares represented by 2,544,833 ADSs
("Series A-1 Warrant") within three (3) months after the issuance date at an
initial exercise price of US$1.886 per Ordinary Share (equivalent to an
exercise price of US$9.43 per ADS and representing an initial aggregate
exercise price of up to US$24 million), subject to adjustment and subject to
reset in certain circumstances, (ii) a warrant to acquire up to 12,724,164 of
Ordinary Shares represented by 2,544,833 ADSs ("Series A-2 Warrant") within
six (6) months after the issuance date at an initial exercise price of
US$1.886 per Ordinary Share (equivalent to an exercise price of US$9.43 per
ADS and representing an initial aggregate exercise price of up to US$24
million), subject to adjustment and subject to reset in certain circumstances,
(iii) a warrant to acquire up to 12,724,164 Ordinary Shares represented by
2,544,833 ADSs ("Series A-3 Warrant," together with Series A-1 Warrant, Series
A-2 Warrant, the "Series A Warrants") within nine (9) months after the
issuance date at an initial exercise price of US$1.886 per Ordinary Share
(equivalent to an exercise price of US$9.43 per ADS and representing an
initial aggregate exercise price of up to US$24 million), subject to
adjustment and subject to reset in certain circumstances, and (iv) a warrant
to acquire up to 50,896,656 Ordinary Shares represented by 10,179,332 ADSs
("Series B Warrant," together with the Series A Warrants, the "Warrants") at
an initial exercise price of US$2.18 per Ordinary Share (equivalent to an
exercise price of US$10.90 per ADS and representing an initial aggregate
exercise price of up to approximately US$111 million), subject to adjustment
and subject to reset on the date that is nine months after the date it is
issued. The Series B Warrant is not exercisable until the first day after the
date that is one year following the issuance date and will expire on the
second anniversary of the date the Series B Warrant becomes exercisable.
The closing of the offering is expected to take place on or about August 16,
2013, subject to satisfaction of customary closing conditions. The estimated
net proceeds to the Company at the offering (without giving effect to any
exercise of the Warrants), after deducting placement agent commissions and
other estimated offering expenses payable by the Company, are expected to be
approximately US$21.1 million. The Company intends to use the net proceeds
from this offering and the proceeds of any exercise of the Warrants for
general corporate purposes.
Barclays acted as the exclusive placement agent in connection with this
A shelf registration statement (File No. 333-188895), as amended on August 13,
2013 (File No. 333-190598), relating to the Ordinary Shares (except the
Ordinary Shares issuable upon exercise of the Series B Warrant) and the
Warrants issued in the offering has been filed with and declared effective by
the Securities and Exchange Commission (the "SEC"). A prospectus supplement
relating to the offering will be filed by the Company with the SEC.
Copies of the prospectus supplement and accompanying base prospectus related
to this offering may be obtained from: Barclays Capital, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by
email at Barclaysprospectus@broadridge.com, or by telephone at (888) 603-5847.
You also may obtain these documents for free by visiting EDGAR on the SEC's
website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities of the Company in this offering. There shall
not be any offer, solicitation of an offer to buy, or sale of securities in
any state or jurisdiction in which such an offering, solicitation, or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction. Any offering will be made only by
means of a prospectus, including a prospectus supplement, forming a part of
the effective registration statement.
This press release contains forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by words such as
"may," "expect," "anticipate," "aim," "intend," "plan," "believe," "estimate,"
"potential," "continue," and other similar statements. Statements other than
statements of historical facts in this announcement are forward-looking
statements, including but not limited to, the Company's expectations regarding
the expansion of its manufacturing capacities, future business development,
and beliefs regarding its production output and production outlook. These
forward-looking statements involve known and unknown risks and uncertainties
and are based on current expectations, assumptions, estimates and projections
about the Company and the industry. Further information regarding these and
other risks is included in Form 20-F and other documents filed with the
Securities and Exchange Commission. The Company undertakes no obligation to
update forward-looking statements, except as may be required by law. Although
the Company believes that the expectations expressed in these forward-looking
statements are reasonable, it cannot assure you that its expectations will
turn out to be correct, and investors are cautioned that actual results may
differ materially from the anticipated results.
About JA Solar Holdings Co., Ltd.
JA Solar Holdings Co., Ltd. is a leading manufacturer of high-performance
solar power products that convert sunlight into electricity for residential,
commercial, and utility-scale power generation. The Company is one of the
world's largest producers of solar power products. Its standard and
high-efficiency product offerings are among the most powerful and
cost-effective in the industry. The Company distributes products under its own
brand and also produces on behalf of its clients. The Company shipped 1.7 GW
of solar power products in 2012. JA Solar is headquartered in Shanghai, China,
and maintains production facilities in Shanghai, as well as Hebei, Jiangsu and
For more information, please visit www.jasolar.com.
CONTACT: In China
In the U.S.
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