Meyer Burger publishing EGM invitation for CHF 200 to 250 million rights issue

Ad hoc announcement pursuant to Art. 53 LR
Thun, February 23, 2024

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Meyer Burger publishing EGM invitation for CHF 200 to 250 million rights issue

Meyer Burger Technology AG (the “Company” and, together with its subsidiaries, “Meyer Burger” or the “Group”), is publishing the invitation to its Extraordinary General Meeting (“EGM”) announced earlier today and to be held on March 18, 2024, to approve a rights issue targeting gross proceeds of CHF 200 million to CHF 250 million.

The targeted gross proceeds of the rights offering, the subscription ratio, the subscription price, the final maximum number of new shares proposed to be issued as well as the final reduced nominal value are expected to be determined and announced by the Board of Directors shortly before the EGM. The subscription price will be set at a discount to the prevailing market price but will not be below the (reduced) nominal value of the shares.

In order to have the required flexibility to set the subscription price for the new shares, the Board of Directors proposes an ordinary capital increase by issuing up to 25 billion shares (preliminary figure) combined with a reduction of the nominal value of all shares from currently CHF 0.05 to not less than CHF 0.01 (preliminary figure). The Board of Directors also proposes an increase of the Company's existing conditional capital by 1.59 billion shares (preliminary figure), which is necessary due to an adjustment of the conversion price of Meyer Burger's outstanding convertible bonds that the rights offering will trigger. Finally, the Board of Directors proposes the introduction of a capital range (Kapitalband) that would authorize the Board of Directors to issue shares corresponding to up to 10% of Meyer Burger's share capital immediately following completion of the rights issue.

Outlook – 2024 Annual General Meeting

To enable investors who subscribe for shares in the capital increase to receive the invitation to the 2024 Annual General Meeting, the Board of Directors has decided to postpone the date of the 2024 Annual General Meeting to mid-May, 2024, the exact date of which will be announced at a later stage. The Board of Directors contemplates to propose to the 2024 Annual General Meeting a reverse share split (share consolidation) combined with a reduction of the nominal value of the consolidated shares, and therefore of the share capital. The Board of Directors has determined that such a reverse share split should make the shares more attractive to a broader range of investors, as the current market price of the shares may affect the shares’ acceptability to certain investors.

Media contact

Meyer Burger Technology AG
Anne Schneider
Head Corporate Communications
M. +49 174 349 17 90 
anne.schneider@meyerburger.com

Alexandre Müller
Investor Relations
M. +41 43 268 3231
alexandre.mueller@meyerburger.com

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 Meyer Burger Technology AG 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 AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments. Except as required by applicable law, Meyer Burger Technology AG has no intention or obligation to update, keep updated or revise this publication or any parts thereof following the date hereof.

Important Notice

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for any securities. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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.

A decision to invest in securities of Meyer Burger Technology AG should be based exclusively on the prospectus to be published by Meyer Burger Technology AG for such purpose. Copies of such prospectus (and any supplements thereto) will be available free of charge in Switzerland from Meyer Burger Technology AG, with registered address and head office at Schorenstrasse 39, 3645 Gwatt (Thun), Switzerland, Tel.: +41 33 221 28 00, Email: mbinfo@meyerburger.com.

This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such jurisdictions or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.

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 persons who (i) are outside the United Kingdom or (ii) are “qualified investors” within the meaning of article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (A) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the FSMA Order) or (B) high net worth entities falling within Article 49(2)(a) to (d) of the FSMA Order (all such persons 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 contents.

In any member state of the European Economic Area, this document is only addressed to “qualified investors” in such member state within the meaning of Regulation (EU) 2017/1129, and no person that is not a qualified investor may act or rely on this document or any of its contents.