Q-Cells SE achieves an agreement in principle with its bondholders

Q-Cells SE  / Key word(s): Bond/Capital Reorganisation

01.02.2012 13:00

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Bitterfeld-Wolfen (Germany), 1 February 2012 - Q-Cells SE has achieved an
agreement in principle on the restructuring of all three outstanding
convertible bonds in a single comprehensive transaction. Following the 24
January 2012 release in which the Company indicated it would pursue a
two-step financial restructuring, significant bondholders of the 2012, 2014
and 2015 bonds (Bondholders) have reached a mutually beneficial agreement
that they believe will create maximum value for all bondholders and the
Company by eliminating the uncertainty and risk inherent in a two-step
process. The Bondholders along with the Company believe the one-step
comprehensive debt reduction they have agreed to, will unlock significant
value for all stakeholders by providing the Company's customers, suppliers,
partners, and employees the certainty and confidence they need given the
current solar industry dynamics. Following this transaction, Q-Cells with a
solid balance sheet structure will be uniquely positioned to capitalize on
future growth and opportunities in the photovoltaic market.

The agreement was achieved following extensive talks with the Bondholders
who have agreed with their substantial bondholdings to the comprehensive
restructuring. The Company had been engaged in these talks since the
beginning of December 2011. Q-Cells has now achieved a fundamental
milestone in the growth and evolution of the Company.

The agreement comprises the following key elements: 
  - A cash payment of EUR 20 million to the 2012 bondholders payable upon
    the successful consummation of the financial restructuring.

  - The remaining outstanding principal plus any accrued and unpaid
    interest of the 2012 bonds, following the EUR 20 million cash payment,
    along with the outstanding principal plus any accrued and unpaid
    interest of the convertible bonds due in 2014 and 2015 immediately
    prior to the conversion date shall be contributed by way of a debt and
    capital reduction on a pari passu basis in return for the assumption of
    almost the entire equity of Q-Cells SE (Debt-to-Equity-Swap). Following
    this equitisation, the 2012, 2014 and 2015 bondholders shall
    collectively hold at least 95% of the issued share capital of Q-Cells
    SE.

  - An additional pari passu cash payment to the 2012, 2014 and 2015
    bondholders upon the successful consummation of the financial
    restructuring if Q-Cells is successful in the sale of any non-core
    assets and retains robust future liquidity post any additional cash
    payment. Although the timing, amount and settlement of any non-core
    asset sales are highly uncertain, the Company's advisors have estimated
    these non-core assets which have minimal EBIT effect for the
    achievement of the business plan could be worth up to EUR 200 million
    over the next several years.

After an independent review of the medium-term business plan the
Bondholders have agreed with the Company that it is best to leave maximum
cash in the Company in order to position it as a nearly debt-free, strong
global player in the highly competitive photovoltaic market. As outlined in
Q-Cells' 24 January 2012 release, the Company expects 2012 to be a negative
year for EBITDA and during the remainder of this year the company will need
adequate liquidity for critical capex, restricted cash, near-term operating
losses, seasonal effects as well as restructuring costs. By maintaining the
EUR 304 million of liquidity as at 31 December 2011 in the business, this
will then leave the Company in the best possible position to capture the
strong forecast performance in the years 2013 to 2015 and maximise value
for all stakeholders.

The implementation of the agreement is subject to the approval of the
bondholders, the shareholders of Q-Cells SE and the involved authorities.
For this purpose, the Company will seek approval from all parties involved.
In particular, the capital reduction is subject to the approval of the
shareholders at an extraordinary general meeting. Q-Cells expects the
implementation of the financial restructuring in the second half of this
year.

The financial restructuring enables the Company to largely free itself from
debt and to return to a solid balance sheet structure with a comfortable
equity ratio. In a continuously challenging solar market a nearly debt free
business would be a unique position for Q-Cells to act as a competitive,
technologically leading, premium player. The Company believes that this is
the basis for a successful further development of Q-Cells as an independent
and competitive company and to benefit from the expected strong mid-term
market growth in the global photovoltaic industry.

Q-Cells Contact
OT Thalheim, Sonnenallee 17-21
06766 Bitterfeld-Wolfen, Germany
FAX (+49) 03494 6699.10000
WEB www.q-cells.com

Q-Cells Investor Relations
Stefan Lissner
TEL (+49) 03494 6699.10101
EMAIL investor@q-cells.com

Q-Cells Corporate Communications
Ina von Spies, Alberta Rohardt
TEL (+49) 03494 6699.10121
EMAIL presse@q-cells.com


01.02.2012 DGAP's Distribution Services include Regulatory Announcements,
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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
Indices:      TecDAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Hamburg, München, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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