GlobalWafers GmbH launches an offering of approximately EUR350 million Exchangeable Units guaranteed by GlobalWafers Co., Ltd

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OR IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

GlobalWafers GmbH launches an offering of approximately EUR350 million Exchangeable Units guaranteed by GlobalWafers Co., Ltd

Munich, 16 January 2024 (CET) 

GlobalWafers GmbH (the "Issuer") announces the launch of an offering (the “Offering”) of units (the "Exchangeable Units"), comprising (1) approximately EUR350 million senior unsecured bonds due 2029 (the “Bonds”) and (2) approximately 3,500 detachable warrants (the “Warrants”). The Exchangeable Units, Bonds and Warrants will be guaranteed by GlobalWafers Co., Ltd. (“GWC” or “Guarantor”), the world’s third largest silicon wafer manufacturer, listed in Taiwan, and the sole shareholder of the Issuer.

The board of GWC approved the transaction shortly before the publication of this press release. By issuing the Exchangeable Units, GWC is taking a proactive approach to manage its assets and efficiently recycle capital, while potentially monetising Siltronic AG shares at a premium to the current price.

Each Exchangeable Unit will be comprised of one Bond and one Warrant, which may be split and detached from one another and subsequently reattached at the option of the holder at any time on or after 23 January 2024 (the “Closing Date”).

The Warrants will be exercisable for a pro rata share of the exchange property (the “Exchange Property”), initially comprising c.3.1 million fully paid common shares in the capital of Siltronic AG (the “Shares”). The Warrants will be secured, inter alia, over the Exchange Property and the Issuer’s rights under its stock lending agreement with the Sole Global Coordinator and Sole Bookrunner and related guarantee from Nomura Holdings, Inc.

The Exchangeable Units will be issued at 100% of the principal amounts of the Bonds. The Warrants will be issued with an initial exchange premium of 30.0% to 35.0% above the reference share price, being the sale price of the Shares in the Concurrent Delta Execution (as defined and further described below).

The Bonds will be offered with a coupon of between 1.25% and 1.75% per annum and will be redeemed at 100% of their principal amount on 23 January 2029, unless previously purchased and cancelled or redeemed.

The holder of each Bond will have the right to require its Bonds to be redeemed early at 100% of their principal amount together with accrued but unpaid interest up to (but excluding) the relevant put date (a) on 23 January 2027; or (b) upon occurrence of a change of control of the Guarantor or a delisting event with respect to the Shares. The Issuer may redeem the Bonds early if less than 15% of the originally issued Bonds and Warrants remain outstanding.

To facilitate the Offering, the Issuer has entered into certain stock lending arrangements with the Sole Global Coordinator and Sole Bookrunner for the purpose of facilitating hedging activities of certain investors in connection with the Warrants. Nomura’s obligations under these stock lending arrangements will be guaranteed by its holding company, Nomura Holdings, Inc.

The final terms of the Exchangeable Units will be determined based on an accelerated bookbuilding process.

The Sole Global Coordinator and Sole Bookrunner intends to organise a simultaneous sale of existing Shares (the “Concurrent Delta Execution”) on behalf of certain subscribers of the Bonds, the Warrants and the Exchangeable Units who wish to sell those Shares (the “Delta Execution Shares”) in short sales to a purchaser procured by the Sole Global Coordinator and Sole Bookrunner in order to hedge the market risk to which the subscribers are exposed with respect to the Bonds, the Warrants and the Exchangeable Units that they acquire in the Offering. The Issuer will not receive any proceeds from any sale of Shares in connection with the Concurrent Delta Execution.

Application will be made for the Bonds, the Warrants and the Exchangeable Units to be admitted to trading on an internationally recognised, regularly operating, regulated or non-regulated stock exchange or securities market within 90 days following the Closing Date.

The Issuer plans to use the net proceeds of the Offering to refinance existing debts of the GWC group and for general corporate purpose. The Issuer, the Guarantor and their respective subsidiaries have committed to a lock‐up of 90 days after the Closing Date in respect of the Shares and related securities, subject to customary exceptions.

Nomura is acting as the Sole Global Coordinator and Sole Bookrunner in respect to the Offering.

About GWC

Headquartered in Hsinchu, Taiwan, GWC is the third largest silicon wafer manufacturer in the world. Founded in 1981, it was the semiconductor business unit of SAS (Sino-American Silicon Products Inc.) and spun off as GlobalWafers Co., Ltd. in 2011. Specialising in semiconductor wafer manufacturing, product applications extend through AI, 5G convergence, automotive, data center, IT and MEMS. GWC is listed on the Taipei Exchange.

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Responsible person for this publication:

GlobalWafers Co., Ltd.

Spokesperson: Leah Peng, Special Assistant

Tel +886-3-577-2255 Ext: 2331

Email: Leah@sas-globalwafers.com

Deputy: Grace Ho, Marketing and Sales Division Director

Tel: +886-3-578-3131 Ext: 1772

Email: Graceho@sas-globalwafers.com

www.sas-globalwafers.com

Important notice:

NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE GUARANTOR, SILTRONIC AG, THE SOLE GLOBAL COORDINATOR AND SOLE BOOKRUNNER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS, THE WARRANTS, THE EXCHANGEABLE UNITS, THE SHARES, THE DELTA EXECUTION SHARES OR THE EXCHANGE PROPERTY TO BE DELIVERED UPON EXERCISE OF THE WARRANTS (TOGETHER, THE “SECURITIES”) (THE “OFFERING”) OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE OFFERING OR ANY OF THE SECURITIES (TOGETHER, THE “OFFER MATERIALS”) IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE OR ANY OTHER OFFER MATERIALS COMES ARE REQUIRED BY THE ISSUER, THE GUARANTOR, SILTRONIC AG AND THE SOLE GLOBAL COORDINATOR AND SOLE BOOKRUNNER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

IN CONNECTION WITH THE OFFERING OF THE BONDS, THE WARRANTS, THE EXCHANGEABLE UNITS AND THE CONCURRENT DELTA EXECUTION, A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS REGULATION (AS DEFINED BELOW) IS NOT REQUIRED TO BE PUBLISHED PURSUANT TO THE PROSPECTUS REGULATION.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES. THE SECURITIES DESCRIBED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN, THE UNITED KINGDOM AND MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”). EACH PERSON IN A MEMBER STATE OR IN THE UNITED KINGDOM WHO INITIALLY ACQUIRES ANY BONDS, WARRANTS AND/OR THE EXCHANGEABLE UNITS OR TO WHOM ANY OFFER OF BONDS, WARRANTS AND/OR THE EXCHANGEABLE UNITS MAY BE MADE AND, TO THE EXTENT APPLICABLE, ANY FUNDS ON BEHALF OF WHICH SUCH PERSON IS ACQUIRING THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS THAT ARE LOCATED IN A MEMBER STATE OR IN THE UNITED KINGDOM WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A QUALIFIED INVESTOR. FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION" MEANS REGULATION (EU) 2017/1129 AND REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE “EUWA”).

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED (“MIFID II”); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES IN THE EEA; (D) REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA (“UK MIFIR”); AND (E) THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (TOGETHER, THE “PRODUCT GOVERNANCE REQUIREMENTS”), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY “MANUFACTURER” (FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS IS (A) IN THE EEA, ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II AND (B) IN THE UNITED KINGDOM, ELIGIBLE COUNTERPARTIES (AS DEFINED IN THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS DEFINED IN UK MIFIR); AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS (A “DISTRIBUTOR”) SHOULD TAKE INTO CONSIDERATION THE MANUFACTURER’S TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II OR THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS (BY EITHER ADOPTING OR REFINING THE MANUFACTURER’S TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR UK MIFIR; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS.

THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS (A) IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II AND (B) IN THE UNITED KINGDOM, A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM (THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA.

CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) OR THE PRIIPS REGULATION AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UNITED KINGDOM HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS REGULATION.

IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) 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”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA.

THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS WILL NOT AND MAY NOT BE OFFERED OR SOLD IN HONG KONG BY MEANS OF ANY DOCUMENT, OTHER THAN (A) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG (THE “SFO”) AND ANY RULES MADE UNDER THE SFO; OR (B) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN ANY DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32) OF HONG KONG (THE “C(WUMP)O”) OR WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE C(WUMP)O. THIS DOCUMENT DOES NOT CONSTITUTE AN ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS WHICH IS DIRECTED AT, AND THE CONTENTS OF WHICH ARE NOT INTENDED TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THE SFO.

NO OFFERING OR OTHER DOCUMENT HAS BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE. ACCORDINGLY, NEITHER THIS PRESS RELEASE NOR ANY DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS MAY BE CIRCULATED OR DISTRIBUTED, NOR MAY THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS BE OFFERED OR SOLD, OR BE MADE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN TO (I) AN INSTITUTIONAL INVESTOR (AS DEFINED IN SECTION 4A OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE “SFA”)) PURSUANT TO SECTION 274 OF THE SFA, (II) AN “ACCREDITED INVESTOR” AS DEFINED IN SECTION 4A OF THE SFA.

SINGAPORE SFA PRODUCT CLASSIFICATION: IN CONNECTION WITH SECTION 309B OF THE SFA AND THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018 OF SINGAPORE (THE “CMP REGULATIONS 2018”), THE ISSUER HAS DETERMINED, AND HEREBY NOTIFIES ALL RELEVANT PERSONS (AS DEFINED IN SECTION 309A(1) OF THE SFA), THAT THE BONDS, THE WARRANTS AND THE EXCHANGEABLE UNITS ARE ‘PRESCRIBED CAPITAL MARKETS PRODUCTS’ (AS DEFINED IN THE CMP REGULATIONS 2018) AND EXCLUDED INVESTMENT PRODUCTS (AS DEFINED IN MAS NOTICE SFA 04-N12: NOTICE ON THE SALE OF INVESTMENT PRODUCTS AND MAS NOTICE FAA-N16: NOTICE ON RECOMMENDATIONS ON INVESTMENT PRODUCTS).

THE BONDS, THE WARRANTS, THE EXCHANGEABLE UNITS AND THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED OR FILED WITH, OR APPROVED BY, THE ROC FINANCIAL SUPERVISORY COMMISSION (THE “FSC”) OR OTHER APPLICABLE COMPETENT AUTHORITIES PURSUANT TO RELEVANT SECURITIES LAWS AND REGULATIONS OF TAIWAN, THE REPUBLIC OF CHINA (THE “ROC”) AND MAY NOT BE SOLD, ISSUED OR OFFERED WITHIN ROC THROUGH A PUBLIC OFFERING OR IN CIRCUMSTANCES WHICH CONSTITUTE A PUBLIC OFFERING WITHIN THE MEANING DEFINED UNDER THE ROC SECURITIES AND EXCHANGE ACT THAT REQUIRES A REGISTRATION, FILING OR APPROVAL OF THE FSC OR OTHER APPLICABLE COMPETENT AUTHORITIES. NO PERSON OR ENTITY PRESENT OR BASED IN THE ROC HAS BEEN AUTHORIZED TO OFFER, SELL, SOLICIT TO SELL, GIVE ADVICE REGARDING OR OTHERWISE INTERMEDIATE THE OFFERING OR SALE OF THE BONDS, THE WARRANTS, THE EXCHANGEABLE UNITS OR THE SHARES WITHIN THE TERRITORY OF ROC THROUGH A PUBLIC OFFERING.

AN INVESTMENT IN THE SECURITIES INCLUDES A SIGNIFICANT DEGREE OF RISK. ANY DECISION TO PURCHASE ANY OF THE SECURITIES SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER’S, THE GUARANTOR’S AND SILTRONIC AG’S PUBLICLY AVAILABLE INFORMATION AND THE TERMS OF THE SECURITIES, AS APPLICABLE. EACH PERSON RECEIVING THIS PRESS RELEASE OR ANY OTHER OFFER MATERIALS SHOULD CONSULT THEIR PROFESSIONAL ADVISERS TO ASCERTAIN THE SUITABILITY OF THE SECURITIES AS AN INVESTMENT. NEITHER THE SOLE GLOBAL COORDINATOR AND SOLE BOOKRUNNER NOR ANY OF ITS AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE ISSUER’S, THE GUARANTOR’S AND SILTRONIC AG’S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE OR ANY OTHER OFFER MATERIALS IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS, THE WARRANTS, THE EXCHANGEABLE UNITS, THE DELTA EXECUTION SHARES OR THE SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON EXERCISE OF THE WARRANTS AND NOTIONALLY UNDERLYING THE WARRANTS. NONE OF THE ISSUER, THE GUARANTOR, SILTRONIC AG OR THE SOLE GLOBAL COORDINATOR AND SOLE BOOKRUNNER MAKES ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

IN CONNECTION WITH THE OFFERING OF THE SECURITIES AND THE CONCURRENT DELTA EXECUTION, THE SOLE GLOBAL COORDINATOR AND SOLE BOOKRUNNER AND ANY OF ITS AFFILIATES ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT MAY TAKE UP THE SECURITIES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR ITS OWN ACCOUNT THE SECURITIES OR ANY OTHER SECURITIES OF THE ISSUER, THE GUARANTOR, SILTRONIC AG  (THE “COMPANY”) OR RELATED INVESTMENTS, AND MAY OFFER OR SELL THE SECURITIES OR OTHER INVESTMENTS OTHERWISE THAN IN CONNECTION WITH THE OFFERING OF THE SECURITIES. THE SOLE GLOBAL COORDINATOR AND SOLE BOOKRUNENER DOES NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO. IN ADDITION, THE SOLE GLOBAL COORDINATOR AND SOLE BOOKRUNNER AND ITS SUBSIDIARIES AND AFFILIATES MAY PERFORM SERVICES FOR, OR SOLICIT BUSINESS FROM, THE ISSUER, THE GUARANTOR, THE COMPANY OR MEMBERS OF THE ISSUER’S, THE GUARANTOR’S OR THE COMPANY’S GROUP, MAY MAKE MARKETS IN THE SECURITIES OF SUCH PERSONS AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH SECURITIES.

THE SOLE GLOBAL COORDINATOR AND SOLE BOOKRUNNER IS ACTING ON BEHALF OF THE ISSUER AND THE GUARANTOR AND NO ONE ELSE IN CONNECTION WITH THE SECURITIES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE SOLE GLOBAL COORDINATOR AND SOLE BOOKRUNNER OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.

EACH OF THE ISSUER, THE GUARANTOR, SILTRONIC AG, THE SOLE GLOBAL COORDINATOR AND SOLE BOOKRUNNER AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.