DGAP-News: Q-Cells SE / Key word(s): Bond
Q-Cells SE: Invitation to the Holders' Meeting of Q-Cells
International Finance B.V. relating to the convertible bonds due 2012
10.10.2011 / 15:00
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Q-Cells International Finance B.V.
Rotterdam, The Netherlands
Invitation to the Holders' Meeting
relating to the
EUR 492,500,000 1.375 % convertible bonds due 2012
ISIN: DE000A0LMY64 / WKN (German Securities Identification Number) A0LMY6 /
Common Code: 028696507
with the unconditional and irrevocable guarantee given by
Q-Cells SE ('Q-Cells SE' or 'Guarantor')
Bitterfeld-Wolfen, Germany
Q-Cells International Finance B.V., Rotterdam, The Netherlands, (the
'Issuer') hereby invites the holders of the partial bonds
(Teilschuldverschreibungen) forming part of the EUR 492,500,000 1.375 %
convertible bonds due 2012 (the 'Note') (the 'Holders') to a holders'
meeting to be held on 25 October 2011 at 10:00 a.m. in 65929 Frankfurt am
Main, Jahrhunderthalle Frankfurt, Pfaffenwiese 301, Eingang West, (the
'Holders' Meeting'). Admission will be from 9:00 a.m.
A. Background of the Invitation to the Holders' Meeting and Explanation of
the Subjects of the Resolutions
1. The issuer has issued the Note in the nominal amount of EUR 492,500,000.
The proceeds from the issue of the Note have been transferred to Q-Cells SE
by way of a loan. Q-Cells SE has unconditionally and irrevocably guaranteed
the full repayment of the Note at maturity. The Terms and Conditions of the
Note (the 'Terms and Conditions') designate 28 February 2012 as the
'Maturity Date' on which the nominal amount of the Note has to be repaid
along with accrued interest pursuant to § 5 (a) of the Terms and
Conditions, to the extent the Note has not been repaid, converted or
repurchased and cancelled prior to such date. After Q-Cells Malta Ltd., an
indirect subsidiary of Q-Cells SE, has purchased partial bonds of the Note
in an aggregate nominal amount of EUR 290,800,000 in 2010, the nominal
amount of partial bonds outstanding is currently EUR 201,700,00. As a
result, on the Maturity Date, approx. EUR 204,473,375 of the principal debt
and interest would become due for payment to the Holders.
Furthermore, the Issuer has issued EUR 250 million 5.75% convertible bonds,
(the '2014 Note'). The proceeds from the 2014 Note have also been
transferred to Q-Cells SE by way of a loan. Q-Cells SE has also assumed an
unconditional and irrevocable guarantee for the 2014 Note. After Q-Cells
Malta Ltd. has purchased the aggregate nominal amount of EUR 3 million of
the partial bonds of the 2014 Note, an amount of EUR 247 million together
with accrued interest will become due for redemption on 26 May 2014
according to the terms and conditions of the 2014 Note.
Moreover, Q-Cells SE has issued EUR 128,747,003.34 convertible bonds which
will become due for redemption in the full nominal amount, as reduced in a
minor amount due to the exercise of conversion rights, together with
interest on 21 October 2015 (the '2015 Note').
The international solar industry is currently facing a difficult market
situation characterised by intense competition and worldwide surplus
production capacity. In this context, it is particularly the European and
American pioneer companies which are under increased competition pressure
from Asian competitors. This situation has been exacerbated especially due
to regulatory changes in important sales markets in the first half of 2011,
accompanied by a substantial drop in prices since the beginning of 2011.
Q-Cells SE's Executive Board has informed the Issuer upon the Issuer's
request that this situation could adversely affect both the operating
business and the prospects regarding the middle and long term financial
position of the Q-Cells Group. The Executive Board further advised that
Q-Cells SE was therefore currently revising its business plan for the
Q-Cells Group, and that it has retained external advisers to accompany this
revision process independently and critically. It further advised that
Q-Cells SE has retained additional external advisers to review and consider
the options available as regards the financing of the Q-Cells Group.
In the event that the ongoing revisions at Q-Cells SE should lead to the
conclusion that the Issuer, in consideration of its loan claims against
Q-Cells SE, might possibly not be able to fully discharge its liabilities
under the Note, which will become due for payment on 28 February 2012, the
Issuer will presumably have to promptly enter into negotiations with the
Holders on the restructuring of the Note and possibly of the 2014 Note.
Q-Cells SE would possibly also have to enter into such negotiations with
regard to the 2015 Note. The time required for these negotiations will
depend on numerous factors and as experience shows, may be significant.
From the Issuer's point of view there is thus the risk that, even if an
agreement on a potential restructuring concept can be reached with a
majority of the Holders, there might not be sufficient time to implement
the measures resolved prior to the maturity of the Note on 28 February
2012. This could result in already agreed restructuring options, if any,
being challenged or even failing altogether. It is also to be borne in mind
in this context that, in the case of a failure to pay or of incomplete
payment upon maturity of the Note, a termination right could arise under
the 2014 Note which could therefore possibly be declared due and payable by
individual Holders. Furthermore, similar consequences could result in
relation to the 2015 Note and the other financial liabilities of Q-Cells SE
and, as the case may be, of its affiliated companies.
In order to minimise this risk, the Issuer deems it necessary to introduce
an appropriate procedural instrument for facilitating the implementation of
possible restructuring measures prior to the maturity of the Note. For this
purpose, the appointment of a joint representative of the Holders of the
Note pursuant to the German Law on Debt Securities (Gesetz über
Schuldverschreibungen aus Gesamtemissionen) of 31 July 2009 (hereinafter
'German Law on Debt Securities') appears to be appropriate; the joint
representative could be authorised by the Holders to extend the maturity of
the Note as of 28 February 2011 until 31 December 2012 at the latest. This
measure would also have to include the guarantee provided by Q-Cells SE.
As it is currently uncertain whether a restructuring of the Note could
become necessary and how the terms of any such restructuring would be, the
appointment of the joint representative explicitly does not include any
decisions on the implementation of a restructuring or even specific
restructuring measures.
2. According to the German Law on Debt Securities, the terms and conditions
of bonds may inter alia provide that the bondholders appoint, by majority
resolution, a joint representative for all bondholders to exercise their
rights. Such a majority resolution is equally binding upon all holders of
the same bond. A joint representative has at least the duties and powers
directly assigned to him by the German Law on Debt Securities. These duties
and powers include for example reporting duties, information rights towards
the debtor, the convening of bondholders' meetings or, in certain
circumstances, the taking of votes without a meeting. However, they do not
comprise the taking of decisions on matters of substance, i.e. decisions on
amendments to the terms and conditions of the bonds. The power to take such
decisions may, however, be delegated to the joint representative in
individual cases by majority resolution of the bondholders.
3. The German Law on Debt Securities is currently not applicable to the
Note because the Note was issued prior to the entering into effect of the
German Law on Debt Securities on 5 August 2009. This notwithstanding,
pursuant to Sec. 24 (2) of the German Law on Debt Securities, the holders
of bonds issued prior to 5 August 2009 may, with the issuer's consent,
resolve on an amendment of the terms and conditions of the bonds in order
to be able to make use of the options available under the German Law on
Debt Securities.
4. The partial bonds of the Note have a denomination of EUR 100,000
(equalling 4,925 bonds of EUR 100,000 each) and are represented by a global
certificate held with Clearstream Banking AG, Frankfurt am Main. The
partial bonds are admitted to trading on the Luxembourg Stock Exchange.
B. Agenda
1. Explanation of the proposed Subjects of the Resolutions
The Issuer will explain the proposed subjects of the resolutions at the
Holders' Meeting. However, no resolution is scheduled for this agenda item.
Accordingly, no resolution proposal has been prepared by the Issuer in
respect of this agenda item.
2. Resolution on the Application of the German Law on Debt Securities to
the EUR 492,500,000 1.375 % Convertible Bonds due 2012, and the Inclusion
of an Authorisation pursuant to Secs. 5 et seqq. of the German Law on Debt
Securities in the Terms and Conditions of the EUR 492,500,000 1.375 %
Convertible Bonds due 2012
The Issuer proposes to the Holders to adopt the following resolutions:
a- The German Law on Debt Securities of 31 July 2009, as amended from time
to time, (the 'German Law on Debt Securities') shall apply to the EUR
492,500,000 1.375 % convertible bonds due 2012 (ISIN: DE000A0LMY64 /
WKN A0LMY6 / Common Code: 028696507) (the 'Note').
b- The Terms and Conditions of the Note shall be amended as follows:
aa) The following new § 19 is inserted above '§ 19 (Final Clauses)' of the
Terms and Conditions of the EUR 492,500,000 1.375 % convertible bonds due
2012:
[German language:]
' § 19 Anwendbarkeit des Schuldverschreibungsgesetzes 2009; Ãnderungen der
Emissionsbedingungen durch Mehrheitsbeschluss; Gemeinsamer Vertreter;
Mehrheitsbeschlüsse
(a) Das Gesetz über Schuldverschreibungen aus Gesamtemissionen vom 31. Juli
2009 in seiner jeweils gültigen Fassung (das 'SchVG') ist auf die
Schuldverschreibungen anwendbar.
(b) Die Gläubiger können nach MaÃgabe der §§ 5 ff. SchVG in seiner
jeweiligen gültigen Fassung durch Mehrheitsbeschluss in einer
Gläubigerversammlung oder im Wege einer Abstimmung ohne Versammlung
Ãnderungen der Emissionsbedingungen beschlieÃen.
(c) Die Gläubiger können zur Wahrnehmung ihrer Rechte einen gemeinsamen
Vertreter für alle Gläubiger bestellen. Der gemeinsame Vertreter hat die
Aufgaben und Befugnisse, die ihm durch Gesetz eingeräumt sind. Er hat
ferner die Aufgaben und Befugnisse, die ihm von den Gläubigern durch
Mehrheitsbeschluss im Einzelfall eingeräumt werden. Die Gläubiger sind
befugt, dem gemeinsamen Vertreter im Rahmen des gesetzlich Zulässigen
sämtliche ihnen zustehenden Befugnisse im Hinblick auf die
Emissionsbedingungen und die Schuldverschreibungen, einschlieÃlich
sämtlicher Befugnisse zu Ãnderungen der Emissionsbedingungen, zur
Geltendmachung oder einem Verzicht auf Rechte der Gläubiger und zu den
MaÃnahmen nach § 5 Abs. (3) SchVG, zu übertragen. Kosten und Aufwendungen
(einschlieÃlich einer angemessenen Vergütung) des gemeinsamen Vertreters
trägt die Emittentin.
(d) Die Gläubiger beschlieÃen grundsätzlich mit der einfachen Mehrheit der
an der Abstimmung teilnehmenden Stimmrechte. Beschlüsse, durch welche der
wesentliche Inhalt der Emissionsbedingungen, insbesondere in den Fällen des
§ 5 Absatz (3) Nummer 1 bis 9 SchVG, geändert wird, bedürfen zu ihrer
Wirksamkeit einer Mehrheit von mindestens 75% der an der Abstimmung
teilnehmenden Stimmrechte (eine 'qualifizierte Mehrheit'). Der Vorsitzende
der Gläubigerversammlung bzw. - im Falle einer Abstimmung ohne Versammlung
- der Abstimmungsleiter bestimmen Art und Form der Abgabe und Auszählung
der Stimmen.'
[English language:]
' § 19 Applicability of the German Law on Debt Securities 2009; Amendment
of the Terms and Conditions by Majority Resolution; Joint Representative;
Majority Resolutions
(a) The German Law on Debt Securities of 31 July 2009, as amended from time
to time, (the 'German Law on Debt Securities') shall apply to the Bonds.
(b) The Holders may, in a Holders' Meeting or by way of a vote without a
meeting, subject to Secs. 5 et seqq. of the German Law on Debt Securities,
as amended from time to time, adopt majority resolutions to amend the Terms
and Conditions.
(c) The Holders may appoint a joint representative for all Holders to
exercise their rights. The joint representative shall have the duties and
powers provided under applicable law. He shall further have the duties and
powers assigned to him in the individual case by the Holders by majority
resolution. The Holders shall - to the extent permitted by law - be
entitled to delegate to the joint representative all powers to which the
Holders are entitled as regards the Terms and Conditions and the Bonds,
including all powers to amend the Terms and Conditions, to exercise or
waive rights of the Holders and to take measures in accordance with Sec. 5
(3) of the German Law on Debt Securities. Costs and expenses (including a
reasonable remuneration) of the joint representative are borne by the
Issuer.
(d) The Holders generally adopt resolutions by simple majority of the
voting rights participating in the vote. Resolutions amending the
substantial contents of the Terms and Conditions, in particular those
relating to matters referred to in Sec. 5 (3) nos. 1 to 9 of the German Law
on Debt Securities, require a majority of at least 75% of the voting rights
participating in the vote ('qualified majority') to be effective. The
chairman of the Holders' Meeting or - in case of a vote without a meeting -
the person overseeing such vote, shall determine the form and manner in
which the votes are cast and counted.'
bb) '§ 19 Schlussbestimmungen' resp. '§ 19 Final Clauses' of the Terms and
Conditions of the EUR 492,500,000 1.375 % convertible bonds due 2012 is
redesignated as '§ 20 Schlussbestimmungen' resp. '§ 20 Final Clauses'.
3. Resolution on the Application of the German Law on Debt Securities and
Inclusion of an Authorisation in accordance with Secs. 5 et seqq. of the
German Law on Debt Securities in the Terms and Conditions of the EUR
492,500,000 1.375 % Convertible Bonds due 2012 as regards the Guarantee of
28 February 2007 provided by Q-Cells SE; Amendments to the Guarantee
The Issuer proposes to the Holders to adopt the following resolutions:
a) The German Law on Debt Securities of 31 July 2009, as amended from time
to time, (the 'German Law on Debt Securities') shall apply mutatis mutandis
to the guarantee agreement entered into on 28 February 2007 for the benefit
of the Holders between Q-Cells SE, Bitterfeld-Wolfen, Germany, (Guarantor)
and Citibank N.A., London, in its capacity as principal paying agent.
b) The following new paragraph (g) is included in § 20 (Final Clauses),
amended version, of the Terms and Conditions of the EUR 492,500,000 1.375 %
convertible bonds due 2012:
[German language:]
'(g) § 19 dieser Emissionsbedingungen gilt entsprechend für eine Zustimmung
der Gläubiger zu einer Ãnderung der Garantie.'
[English language:]
'(g) § 19 of the Terms and Conditions shall apply mutatis mutandis to the
Holders' consent to an amendment of the Guarantee.'
c) In Clause 2 (Guarantee) of the Guarantee paragraph (f) is redesignated
as paragraph (g) and the following new paragraph (f) is inserted:
[German language:]
'(f) Die Garantin übernimmt die unbedingte und unwiderrufliche Garantie für
die Verpflichtung der Emittentin zur Ãbernahme der Kosten und Aufwendungen
(einschlieÃlich der Vergütung) eines nach den Emissionsbedingungen
bestellten gemeinsamen Vertreters der Gläubiger der Schuldverschreibungen.
Abs. (b) und (d) gelten entsprechend für die in diesem Absatz übernommene
Garantie. '
[English language:]
'(f) The Guarantor unconditionally and irrevocably guarantees all
obligations of the Issuer to bear the costs and expenses (including
remuneration) of a joint representative of the Holders of the Bonds
appointed pursuant to the Terms and Conditions. Paragraphs (b) and (d)
apply mutatis mutandis to the guarantee granted in this section.'
d) In Clause 5 (Miscellaneous Provisions) of the Guarantee the following
new paragraphs (f) and (g) are inserted:
[German language:]
'(f) Ãnderungen der Emissionsbedingungen gemäà § 19 der
Emissionsbedingungen lassen die Verpflichtungen der Garantin unter dieser
Garantie unberührt.
(g) Ãnderungen dieser Garantie durch Mehrheitsbeschluss der Gläubiger sind
nach MaÃgabe des § 19 der Emissionsbedingungen zulässig.'
[English language:]
'(f) Amendments to the Terms and Conditions pursuant to § 19 of the Terms
and Conditions do not affect the obligations of the Guarantor under this
guarantee.
(g) Amendments of this guarantee by way of majority resolution of the
Holders are permissible subject to § 19 of the Terms and Conditions.'
4. Appointment of a Joint Representative; Delegation of Duties and Powers
to the Joint Representative
The Issuer proposes to the Holders to adopt the following resolutions:
a) Dr. Carlos Mack, born on 18 March 1960, attorney at law (Rechtsanwalt),
Munich, shall be appointed as joint representative of all Holders of the
EUR 492,500,000 1.375% convertible bonds due 2012 (ISIN:
DE000A0LMY64/German Securities Identification Number (WKN) A0LMY6/ Common
Code 028696507). The appointment shall be valid until 31 December 2012
(inclusive of such date). In case Mr. Mack ceases to be joint
representative prior to the end of the term by way of resignation or for
other reasons (except for dismissal by a majority resolution of the
Holders), Mr. Mack shall be replaced for the remainder of the term with
immediate effect by Dr. Tom Oliver Schorling, born on 15 August 1967,
attorney at law (Rechtsanwalt), Frankfurt am Main.
b) The joint representative shall have the duties and powers provided under
applicable law.
c) In addition to the duties and powers pursuant to lit. b) above, the
joint representative shall have the following powers:
aa) to consent to one or more amendments of the Terms and Conditions of the
EUR 492,500,000 1.375% convertible bonds due 2012 to the effect that
'Maturity Date' (as defined in § 1 of the Terms and Conditions) is
postponed to a date no later than 31 December 2012;
bb) to defer due claims under the EUR 492,500,000 1.375% convertible bonds
due 2012 once or repeatedly, however not beyond 31 December 2012;
cc) to consent to one or several amendments of the guarantee agreement
entered into on 28 February 2007 between Q-Cells SE and Citibank N.A. for
the benefit of the Holders of the EUR 492,500,000 1.375% convertible bonds
due 2012 with the effect that any claims under the guarantee for failure to
pay or failure to effect proper payment despite such payment being due can,
upon an amendment of the Terms and Conditions pursuant to lit. aa), not be
exercised prior to the Maturity Date, as amended in accordance with lit.
aa) above;
dd) to defer due claims under the guarantee once or repeatedly until 31
December 2012 at the latest;
ee) to assert for the account of the Holders any claims arising under the
EUR 492,500,000 1.375% convertible bonds due 2012 against the Issuer,
whether in court or out of court, until 31 December 2012; to such extent
the Holders are excluded from the assertion of claims;
ff) to assert for the account of the Holders any claims arising under the
guarantee agreement entered into on 28 February 2007 between Q-Cells SE and
Citibank N.A. for the benefit of the Holders of the EUR 492,500,000 1.375%
convertible bonds due 2012 against Q-Cells SE, whether in court or out of
court until 31. December 2012; to such extent the Holders are excluded from
the assertion of claims;
gg) to exercise the rights of termination of the Holders of the EUR
492,500,000 1.375% convertible bonds due 2012 pursuant to § 12 of the Terms
and Conditions; to such extent the Holders are excluded from the exercise
of termination rights.
d)(1) The joint representative shall only be entitled to exercise the
powers set forth in lit. c) above, if either
(i) the Holders, by adoption of one or more majority resolution(s) with
simple majority (§ 5 Sec. 4 Sentence 1 of the German Law on Debt
Securities), have consented to the individual measure or
(ii) the Holders, by adoption of one or more majority resolution(s) after
25 October 2011 have, with the consent of the Issuer, consented to
amendments of the Terms and Conditions.
(2) The conditions set forth in the above subsections (1)(i) and (ii) are
deemed to be satisfied irrespective of whether such resolution(s) can be
avoided (angefochten) or otherwise challenged before courts or of the
enforceability of such resolution(s) pursuant to Secs. 5 et seqq. of the
German Law on Debt Securities.
(3) The foregoing provisions apply to the powers set forth in lit. c) aa)
to dd) subject to the condition that any postponing of the 'Maturity Date'
beyond 30 April 2012 and/or any deferral of due claims beyond 30 April 2012
shall only be permissible, if a resolution pursuant to the above subsection
(1)(ii) has been resolved on 30 April 2012 at the latest. The joint
representative shall be vested with the powers set forth in lit. c) ee) to
gg) after 30 April 2012 only if a resolution pursuant to the above
subsection (1)(ii) has been resolved prior to such date. Otherwise, the
powers conferred pursuant to lit. c) ee) to gg) shall vest again with the
Holders.
e) Any liability of the joint representative shall be limited to cases of
wilful misconduct and gross negligence. Liability for gross negligence
shall be limited to an amount of EUR 5,000,000 in the aggregate.
f) The appointment of the joint representative and the authorisation of the
joint representative to fulfil the duties and exercise the powers set forth
in this resolution shall (except for powers assigned to the joint
representative pursuant to lit. c) ee) to gg) subject to the limitations in
lit. d(3)) neither affect the Holders' rights to resolve on any measures
permissible under the German Law on Debt Securities nor the right of each
individual Holder to enter into any transaction in relation to its partial
bonds including its rights and claims arising thereunder.
g) The resolutions under lit. a) to f) may not be implemented until after
the resolutions proposed under agenda items 2 and 3 have become effective
and have been implemented pursuant to the provisions of the German Law on
Debt Securities.
5. Consent of the Issuer and the Guarantor
The Issuer hereby irrevocably consents in advance to the amendments of the
terms and conditions of the Note and of the guarantee as provided in agenda
items 2 and 3. The Issuer also irrevocably consents to the resolution
proposal provided in agenda item 4.
The Guarantor has irrevocably declared its consent in writing to the
amendments of the Terms and Conditions of the bonds and of the guarantee as
provided in agenda items 2 and 3 towards the Issuer for the benefit of all
Holders as third party beneficiaries pursuant to Sec. 328 (1) German Civil
Code.
C. Right to Attend, Voting Rights, Proof
1. Every holder of the partial bonds forming part of the EUR 492,500,000
1.375% convertible bonds due 2012 (each a 'Holder') is entitled to attend
the Holders' Meeting, provided that such person is a Holder at the time of
the Holders' Meeting.
2. Each Holder shall participate in the voting according to its nominal
amount of the outstanding partial bonds. In addition, Sec. 6 of the German
Law on Debt Securities shall apply.
3. The Holders must present proof of their right to attend and vote at the
Holders' Meeting pursuant to Sec. 10 (3) sentence (2) of the German Law on
Debt Securities upon admission to the Holders' Meeting. The proof must
relate to the day of the Holders' Meeting. A special confirmation of the
holding of the partial bonds by the respective Holder that is issued in
text form (as defined in Sec. 126b of the German Civil Code - 'BGB') by the
relevant securities depositary maintaining the Holder's partial bonds or
the clearing system shall suffice as proof. If the special confirmation is
not issued on the day of the Holders' Meeting, the proof with regard to the
day of the Holders' Meeting may be provided by means of the issuance of a
blocking notice by the securities depositary or the clearing system
evidencing that the partial bonds held by the relevant Holder will be held
blocked with the securities depositary or the clearing system, as the case
may be, until the end of the Holders' Meeting.
4. To be entitled to attend the Holders' Meeting, participants must also
present adequate proof of their identity (e.g., by presenting a valid
identification document).
5. If a Holder is not an individual, but a legal entity or partnership
under German law (such as a stock corporation (AG), a limited liability
company (GmbH), a limited partnership (KG), a general partnership (OHG), an
entrepreneurial company (UG) or a partnership under the Civil Code (GbR))
or under foreign law (such as a limited company under English law), the
representatives of such entity must, in addition to proving proof of the
status of the entity as Holder pursuant to no. 3. and of their own identity
pursuant to no. 4., present proof of their powers of representation at the
Holders' Meeting, to the extent legally possible, by presenting a current
extract issued by an authority keeping register (e.g., commercial register
or register of associations) or another equivalent certificate (e.g.,
certificate of incumbency or secretary certificate) in which the
representative is designated as duly authorised representative.
6. To the extent that a Holder is represented by a legal representative
(e.g., a child by the parents or a ward by the guardian) or by an official
administrator (e.g., an insolvency debtor by the insolvency administrator),
the legal representative or official administrator must, in addition to
proving proof that the person they represent is a Holder pursuant to no. 3.
and of their own identity pursuant to no. 4., present adequate proof of
their statutory power of representation.
7. The right to attend the Holders' Meeting is not subject to prior
registration. However, since the registration will be rather time-consuming
due to the on-the-spot verification of the right to attend, participants
are asked to arrive at the venue in good time. To facilitate and accelerate
verification of the right to attend, the Holders are kindly asked to
register to attend the Holders' Meeting and to exercise their voting rights
with
Q-Cells International Finance B.V.
'Q-Cells Gläubigerversammlung WSV 2012 I'
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
or via telefax under the fax number +49 89 210 27 298 or via e-mail sent
to meldedaten@haubrok-ce.de, by no later than 4:00 p.m. CEST on 21 October
2011 by sending the documentation specified above for the proof of the
right to attend the Holders' Meeting.
D. Representation at the Holders' Meeting by Proxy
1. Each Holder may be represented at the Holders' Meeting by proxy (Sec. 14
of the German Law on Debt Securities). The voting right may be exercised by
the proxy. The proxy must present adequate proof of the principal's status
as Holder pursuant to clause 3 under C. above, his own identity pursuant
to clause 4 under C. above (e.g., by presenting a valid identification
document) as well as his power of representation pursuant to clause 5 and
clause 6 under C. above, as applicable. The power of attorney and any
instructions given to the proxy by the principal must be made in text form
(as defined in Sec. 126b BGB). The power of attorney must be proven upon
admission to the Holders' Meeting. If the proxy registers to attend the
Holders' Meeting, a copy of the power of attorney should be enclosed
together with the registration.
2. A form of a power of attorney can be downloaded from the Issuer's
website (http://www.q-cells-international-finance.de).
3. Holders who will not be attending the Holders' Meeting in person and who
do not want to authorise a third party to do so, either, may grant power of
attorney to the proxies designated by the Issuer, Mr. Torsten Fues and Ms.
Norma Laaziri, both employed at Haubrok Corporate Events GmbH with
registered office in Munich. The proxies designated by the Issuer may only
act under the power of attorney granted to them to the extent that they
have received instructions relating to the resolution proposals of the
individual agenda items. They are bound to vote in accordance with such
instructions. A form of the power of attorney to be granted and for the
instructions to be given to the proxies designated by the Issuer can also
be downloaded from the Issuer's website
(http://www.q-cells-international-finance.de). Holders who want to avail
themselves of this possibility are asked to send the completed and signed
form of power of attorney, including the instructions, to
Q-Cells International Finance B.V.
'Q-Cells Gläubigerversammlung WSV 2012 I'
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
or via telefax under the fax number +49 89 210 27 298 or via e-mail to
vollmacht@haubrok-ce.de. Proof of the status as Holder pursuant to clause 3
under C. above and (as applicable) of the power of representation pursuant
to clauses 5 and 6 under C. above, must be enclosed. If Holders wish to
grant power of attorney to the proxies designated by the Issuer, the
aforementioned proof must have been received by no later than 4:00 p.m.
CEST on 21 October 2011.
E. Quorum, Form of the Casting and Counting of Votes
1. The Holders' Meeting has a quorum if the persons present at the meeting
represent at least half of the aggregate principal amount of the
outstanding bonds.
2. If the chairman determines at the Holders' Meeting that no quorum is
present, a second meeting for the purpose of a new resolution may be
convened pursuant to Sec. 15 (3) sentence 2 of the German Law on Debt
Securities. Such second meeting shall have a quorum if the persons present
at the meeting represent not less than 25% of the aggregate principal
amount of the outstanding partial bonds.
3. It is planned to take the vote by using voting slips and to count the
votes using the accumulation method (Additionsverfahren).
F. Additional Agenda Items; Counter-motions
1. Each Holder is entitled to table counter-motions in relation to the
agenda items at the Holders' Meeting. If a Holder announces a
counter-motion before the day of the Holders' Meeting, presenting proof of
its status as a Holder, the Issuer will make this counter-motion available
to the other Holders without undue delay up to the day of the Holders'
Meeting on the Issuer's website
(http://www.q-cells-international-finance.de) and the website of the
Luxembourg Stock Exchange, www.bourse.lu. Counter-motions can be announced
to the Issuer at the following address:
Q-Cells International Finance B.V.
'Q-Cells Gläubigerversammlung WSV 2012 I'
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
or via telefax under the fax number +49 89 210 27 298 or via e-mail to
gegenantraege@haubrok-ce.de. Proof of the status as Holder has to be
enclosed.
2. Holders of partial bonds in an aggregate amount of 5% of the outstanding
bonds may request that new items for resolution be included in the agenda.
Such request may be sent to the Issuer at the following address:
Q-Cells International Finance B.V.
'Q-Cells Gläubigerversammlung WSV 2012 I'
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
or via telefax under the fax number +49 89 210 27 298 or via e-mail to
office@haubrok-ce.de. Proof of the status as Holder must be enclosed. The
request must be received by the Issuer in good time so that it can be
published no later than on the third day preceding the Holders' Meeting.
G. Documents
From the date of the convening until the day of the Holders' Meeting, the
following documents will be available for the Holders on the Issuer's
website (http://www.q-cells-international-finance.de):
- this invitation, including the specific requirements for the attendance
of the Holders' Meeting and the exercise of the voting right
- Terms and Conditions of the Note
- Guarantee dated 28 February 2007 given by Q-Cells SE, at that time in the
legal form of a stock corporation
- Loan Agreement dated 28 February 2007 between Q-Cells International
Finance B.V. and Q-Cells SE, at that time in the legal form of a stock
corporation
- assignment agreement between Q-Cells International Finance B.V. and
Citibank N.A., dated 28 February 2007
- form of a power of attorney for the authorisation of third parties
- form of a power of attorney and instructions for the authorisation of the
company's proxy
- curriculum vitae of Dr. Mack and Dr. Schorling proposed to be appointed
as joint representative
Any counter-motions announced by a Holder before the Holders' Meeting will
also be made available on the Issuer's website
(http://www.q-cells-international-finance.de) without undue delay up to the
day of the Holders' Meeting.
Upon request that is to be addressed to the address listed in clause 2
under F. above, copies of the aforementioned documents will be sent to the
Holder without undue delay and free of charge.
H. Other Information
1. The language of the Holders' Meeting will be German.
2. Since the meeting is a Holders' Meeting of the Issuer, Q-Cells
International Finance B.V., and the agenda does not include items for
resolution directly relating to Q-Cells SE, no members of the executive and
supervisory boards of Q-Cells SE are expected to be present.
3. This invitation may be accessed on the websites of the Issuer
(http://www.q-cells-international-finance.de) and the Luxembourg Stock
Exchange, www.bourse.lu.
4. The German version shall be the sole authoritative version. The English
translation has been provided for information purposes only.
Rotterdam, 6 October 2011
Q-Cells International Finance B.V.
The Management
End of Corporate News
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Language: English
Company: Q-Cells SE
Sonnenallee 17-21, OT Thalheim
06766 Bitterfeld-Wolfen
Germany
Phone: +49 (0)3494 - 6699-0
Fax: +49 (0)3494 - 6699-199
E-mail: q-cells@q-cells.com
Internet: www.q-cells.com
ISIN: DE0005558662, Wandelanleihe 2012: DE000A0LMY64,
Wandelanleihe 2014: DE000A1AGZ06, Wandelanleihe 2015:
DE000A1E8HF6
WKN: 555866
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
End of News DGAP News-Service
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141785 10.10.2011
DGAP-News: Q-Cells SE: Invitation to the Holders' Meeting of Q-Cells International Finance B.V. relating to the convertible bonds due 2012
| Source: EQS Group AG