SHANGHAI, Dec. 9, 2014 /PRNewswire/ -- Hanwha SolarOne
Co., Ltd. ("Hanwha SolarOne") (NASDAQ: HSOL), top-10 global
photovoltaic manufacturer of high-quality, cost-competitive solar
modules, today announced it is notifying holders of its 3.5%
Convertible Senior Notes due 2018 (the "Notes") that the holders
have the right, pursuant to the terms of the indenture governing
the Notes, to require the Company to repurchase all or a portion of
their Notes (the "Put Right"). The Company has elected to
repurchase any Notes for which holders properly exercise their Put
Right for cash. The Put Right expires at 5:00 p.m., New York
City time, on Thursday, January 8,
2015.
As required by rules of the United States Securities and
Exchange Commission, the Company will file a Tender Offer Statement
on Schedule TO today. In addition, documents specifying the terms,
conditions and procedures for exercising the Put Right will be
available through the Depository Trust Company and the paying
agent, which is The Bank of New
York. None of the Company, its board of directors, or its
employees has made or is making any representation or
recommendation to any holder as to whether to exercise or refrain
from exercising the Put Right. The Put Right entitles each holder
of the Notes to require the Company to repurchase all or a part of
such holder's Notes in principal amounts equal to US$1,000 or integral multiples of US$1,000. The purchase price for such Notes will
be US$1,017.50 per per US$1,000 outstanding of notes, equal to 100% of
the aggregate principal amount of the Notes, plus any accrued and
unpaid interest up to, but excluding, January 15, 2015, which is the date specified in
the indenture for the repurchase (the "Put Right Purchase Date"),
upon the terms and subject to the conditions set forth in the Notes
and the indenture governing the Notes. The Put Right Purchase Date
is an interest payment date under the terms of the Notes.
Accordingly, on January 15, 2015, the
Company will pay accrued and unpaid interest on all of the Notes
through January 14, 2015, to all
Noteholders who were Noteholders of record on January 1, 2015, regardless of whether the Put
Right is exercised with respect to such Notes. On the Put Right
Purchase Date, there will be no accrued and unpaid interest on the
Notes. As of December 9, 2014, there
was U$86,075,000 in aggregate principal amount of the Notes
outstanding. If all outstanding Notes are surrendered for
repurchase pursuant to the Put Option, the aggregate cash purchase
price will be US$87,581,312.5. The
Company intends to use available cash to fund the purchase of any
Notes with respect to which a holder has validly exercised the Put
Right.
The Notes will be convertible, in certain circumstances, into
the Company's American Depositary Shares ("ADSs"), each
representing five ordinary shares, par value US$0.0001 per share of the Company. Any
conversion into the Company's ADSs will be based on an initial
conversion rate of 52.2876 ADSs per US$1,000 principal amount Notes. On December 8, 2014, the closing price of the ADSs
on the NASDAQ Global Market was US$1.52 per ADS.
The opportunity for holders of the Notes to exercise the Put
Right commences today, December 9,
2014, and will terminate at 5:00
p.m. New York City time, on
January 15, 2015. In order to
exercise the Put Right, a holder must follow the transmittal
procedures set forth in the Company's Put Right Notice to holders
(the "Put Right Notice"), which is available through the Depository
Trust Company and The Bank Of New York. Holders may withdraw any
previously tendered Notes pursuant to the terms of the Put Right at
any time prior to 5:00 p.m.
New York City time, on
January 14, 2015, which is the
business day prior to the Put Right Purchase Date, or as otherwise
provided by applicable law.
This press release is for information only and is not an offer
to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell securities of Hanwha SolarOne Co.,
Ltd. The offer to purchase the Notes will be only pursuant to, and
the Notes may be tendered only in accordance with the Company's Put
Right Notice dated December 9, 2014
and related documents. Holders of Notes may request the Company's
Put Right Notice from the paying agent, The Bank of New York.
By Registered
& Certified Mail:
THE BANK OF NEW
YORK
101 Barclay
Street
Floor 4
East
New York, NY
10286
U.S.A.
Attention: Global
Corporate Trust
|
By Regular Mail
& Overnight Courier:
THE BANK OF NEW
YORK
101 Barclay
Street
Floor 4
East
New York, NY
10286
U.S.A.
Attention: Global
Corporate Trust
|
|
|
With a copy
to:
|
With a copy
to:
|
|
|
THE BANK OF NEW
YORK
24/F Three Pacific
Place
1 Queen's Road East
Hong Kong
Attention: Global
Corporate Trust
|
THE BANK OF NEW
YORK
24/F Three Pacific
Place
1 Queen's Road East
Hong Kong
Attention: Global
Corporate Trust
|
|
|
By Facsimile (for
Eligible Institutions only):
+1 212 815 5802 / +1
212 815 5803
With a copy
to
+852 2295
3283
|
For Information or
Confirmation by Telephone:
+852 2840
6607
|
HOLDERS OF NOTES AND OTHER INTERESTED PARTIES ARE URGED TO READ
THE COMPANY'S SCHEDULE TO, PUT RIGHT NOTICE AND OTHER RELEVANT
DOCUMENTS FILED WITH THE UNITED STATED SECURITIES AND EXCHANGE
COMMISSION ("SEC") WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT SM ENERGY COMPANY AND THE PUT
RIGHT.
Materials filed with the SEC will be available electronically
without charge at the SEC's website, www.sec.gov. Documents filed
with the SEC may also be obtained without charge at Hanwha
SolarOne's website, http://www.hanwha-solarone.com.
About Hanwha SolarOne
Hanwha SolarOne Co., Ltd. (NASDAQ: HSOL) is a
vertically-integrated manufacturer of silicon ingots, wafers, PV
cells and modules. Hanwha SolarOne offers high-quality,
reliable products and services at competitive prices.
Partnering with third-party distributors, OEM manufacturers, and
systems integrators, Hanwha SolarOne serves the utility,
commercial, government, and residential markets. Hanwha
SolarOne maintains a strong presence worldwide, with employees
located throughout Europe,
North America and Asia, and embraces environmental
responsibility and sustainability, with an active role in the
voluntary photovoltaic recycling program. For more
information, please visit: www.hanwha-solarone.com.
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SOURCE Hanwha SolarOne Co., Ltd.