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China Sunergy: Offering of convertible senior unsecured notes
China Sunergy Co., Ltd. today announced that on June 25, 2008, it priced an offering of US$50 million of convertible senior unsecured notes due 2013 to qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the "Act"). The transaction, which is subject to customary closing conditions, is expected to close on July 1, 2008. The initial purchaser of the notes has an option to purchase up to an additional US$4.5 million of notes from China Sunergy within 30 days to cover overallotments.
The notes will be convertible into American Depositary Shares ("ADSs") of China Sunergy at an initial conversion rate of 81.3008 ADS per US$1,000 principal amount of notes, subject to adjustment under certain circumstances, which is equivalent to an initial conversion price of approximately $12.30 per ADS.
The notes will accrue interest at an annual rate of 4.75%. The notes will mature on June 15, 2013. Upon certain fundamental changes, including a change in control, China Sunergy must make an offer to holders to purchase some or all of their notes.
China Sunergy anticipates using the proceeds for expansion of production capacity, enhancement of research and development and general corporate purposes.
Concurrently with the notes offering, China Sunergy has also entered into an ADS lending agreement with an affiliate of the initial purchaser of the notes, the ADS borrower, pursuant to which China Sunergy will lend ADSs to the ADS borrower. The ADS borrower has priced an offering of 4,268,400 borrowed ADSs and will use the short position resulting from those sales to facilitate the establishment of hedge positions by investors in the notes offering. The ADS borrower may borrow up to an additional 162,600 ADSs under the ADS lending agreement within 30 days. The ADS borrower will be required to return the borrowed ADSs when the notes are no longer outstanding. China Sunergy will not receive any proceeds from the offering of the borrowed ADSs, but will receive a nominal lending fee from the ADS borrower.
The notes and China Sunergy's ADSs issuable upon conversion of the notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities. Any offers of notes will be made only by means of a private offering memorandum.
This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.
About China Sunergy Co., Ltd.:
China Sunergy Co., Ltd. ("China Sunergy") is a leading manufacturer of solar cell products in China as measured by production capacity. China Sunergy manufactures solar cells from silicon wafers utilizing crystalline silicon solar cell technology to convert sunlight directly into electricity through a process known as the photovoltaic effect. China Sunergy sells solar cell products to Chinese and overseas module manufacturers and system integrators, who assemble solar cells into solar modules and solar power systems for use in various markets. For more information please visit http://www.chinasunergy.com .
For further information contact:
Financial Dynamics
Julian Wilson: julian.wilson@fd.com
Tel: +86-10-8591-1951
The notes will be convertible into American Depositary Shares ("ADSs") of China Sunergy at an initial conversion rate of 81.3008 ADS per US$1,000 principal amount of notes, subject to adjustment under certain circumstances, which is equivalent to an initial conversion price of approximately $12.30 per ADS.
The notes will accrue interest at an annual rate of 4.75%. The notes will mature on June 15, 2013. Upon certain fundamental changes, including a change in control, China Sunergy must make an offer to holders to purchase some or all of their notes.
China Sunergy anticipates using the proceeds for expansion of production capacity, enhancement of research and development and general corporate purposes.
Concurrently with the notes offering, China Sunergy has also entered into an ADS lending agreement with an affiliate of the initial purchaser of the notes, the ADS borrower, pursuant to which China Sunergy will lend ADSs to the ADS borrower. The ADS borrower has priced an offering of 4,268,400 borrowed ADSs and will use the short position resulting from those sales to facilitate the establishment of hedge positions by investors in the notes offering. The ADS borrower may borrow up to an additional 162,600 ADSs under the ADS lending agreement within 30 days. The ADS borrower will be required to return the borrowed ADSs when the notes are no longer outstanding. China Sunergy will not receive any proceeds from the offering of the borrowed ADSs, but will receive a nominal lending fee from the ADS borrower.
The notes and China Sunergy's ADSs issuable upon conversion of the notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities. Any offers of notes will be made only by means of a private offering memorandum.
This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.
About China Sunergy Co., Ltd.:
China Sunergy Co., Ltd. ("China Sunergy") is a leading manufacturer of solar cell products in China as measured by production capacity. China Sunergy manufactures solar cells from silicon wafers utilizing crystalline silicon solar cell technology to convert sunlight directly into electricity through a process known as the photovoltaic effect. China Sunergy sells solar cell products to Chinese and overseas module manufacturers and system integrators, who assemble solar cells into solar modules and solar power systems for use in various markets. For more information please visit http://www.chinasunergy.com .
For further information contact:
Financial Dynamics
Julian Wilson: julian.wilson@fd.com
Tel: +86-10-8591-1951