Q-Cells SE successfully completes comprehensive financing package

Friday, 22. October 2010 11:00
Q-Cells SE /
Q-Cells SE successfully completes comprehensive financing package
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This document is not an offer for sale of securities in the United States of
America. The ordinary shares and the convertible bonds of Q-Cells SE and the
subscription rights relating thereto may not be sold in the United States absent
registration with the United States Securities and Exchange Commission or an
exemption from registration under the U.S. Securities Act of 1933, as amended.
Q-Cells SE does not intend to register any part of the offering in the United
States or to conduct a public offering of shares, convertible bonds or
subscription rights in the United States.

PRESS RELEASE

Q-Cells SE successfully completes comprehensive financing package

* Gross proceeds of around € 256.3 million received through rights issue and
new convertible bond

* 57.2 % of 2007/2012 convertible bond repurchased through tender offer

* Key milestone accomplished to secure medium-term financing at an early stage

Bitterfeld-Wolfen, 22 October 2010 - Q-Cells SE (the "Company") has successfully
completed all capital measures announced on 27 September 2010 and thereby
realized a key milestone to secure its medium-term financing at an early stage.
The capital measures included a capital increase against cash contributions, the
issuance of a new convertible bond maturing in 2015, each with subscription
rights for shareholders of the Company and an offer to repurchase the existing
2007/2012 convertible bond.

"We have reached an important milestone by arranging refinancing at an early
stage," noted Nedim Cen, CEO of Q-Cells SE. "Our successful capital measures
give us sufficient financial flexibility and planning security to continue to
push our strategic realignment. Business development in the first nine months of
the current year shows that we are on the right track, however strong efforts
are still required going forward. We are confident that we will achieve our
substantiated sales forecast of € 1.2 to € 1.3 billion for the entire financial
year 2010."

As part of the capital increase against cash contributions, the Company
increased its share capital by a total of € 58,765,955 to € 176,343,130 and
generated gross proceeds of around € 127.6 million which settled on 14 October
2010.

The issuance of 29,394,293 new convertible bonds due 2015 generated gross
proceeds of € 128.7 million. The terms have been set with a coupon of 6.75% p.a.
and an initial conversion price of € 4.38, which represented a 27.5% conversion
premium to the reference share price. Settlement of the convertible bonds
occurred on 21 October 2010.

As announced separately today, Q-Cells Malta Ltd., a subsidiary of Q-Cells SE,
will repurchase € 281.8 million of the outstanding 2007/2012 convertible bond at
a price of 94.5 % per € 100,000 in nominal amount of the convertible bonds. Due
to strong participation of investors in the tender offer, Q-Cells Malta Ltd.
decided to slightly increase the amount of the repurchase offer compared to the
initially communicated maximum of € 275 million. Settlement of the repurchase
offer is expected to occur on 28 October 2010.

Net proceeds from the issuance of the convertible bond and the rights issue will
be utilised for this repurchase. The Company will use available cash to cover
the difference of proceeds and the funds required for the settlement of the
repurchase offer.

Citi, Goldman Sachs and UniCredit Bank AG acted as Joint Bookrunners for the
convertible bond and capital increase. The same banks have been mandated to
manage the repurchase offer.

Q-Cells will publish its Q3 2010 results on 12 November 2010.

Contact information:
Q-Cells SE
OT Thalheim
Sonnenallee 17 - 21
06766 Bitterfeld-Wolfen, Germany
www.q-cells.com

Investor Relations:
Stefan Lissner
Phone: +49 (0)3494 - 6699 10101
investor@q-cells.com

Corporate Communications:
Ina von Spies
Phone: +49 (0)3494 - 6699 10121
presse@q-cells.com
Disclaimer

This communication is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). The securities are only available to, and
any invitation, offer or agreement to subscribe for, 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.

This announcement does not constitute an offer of, or the solicitation of an
offer to buy securities of Q-Cells SE. The securities have already been sold.

In any EEA Member State other than Germany that has implemented Directive
2003/71/EC (together with any applicable implementing measures in any Member
State, the "Prospectus Directive") this communication is only addressed to and
directed at qualified investors in that Member State within the meaning of the
Prospectus Directive.



[HUG#1454347]



--- End of Message ---

Q-Cells SE
OT Thalheim, Sonnenallee 17-21 Bitterfeld-Wolfen Germany

WKN: 555866;ISIN: DE0005558662;Index:CDAX,GEX,TecDAX,Prime All Share;
Listed: Freiverkehr in Börse Stuttgart,
Freiverkehr in Hanseatische Wertpapierbörse zu Hamburg,
Freiverkehr in Börse Berlin,
Freiverkehr in Börse Düsseldorf,
Freiverkehr in Bayerische Börse München,
Prime Standard in Frankfurter Wertpapierbörse,
Regulierter Markt in Frankfurter Wertpapierbörse;





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Source: Q-Cells SE via Thomson Reuters ONE
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Author:
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