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What is the principal amount?

The convertible bond has a total principal amount of € 128.7 million and is divided into 29,394,293 bonds with a principal amount of € 4.38 per bond  (the “principal amount”).

Depending on the current market value, the purchase price for a single convertible bond can differ significantly from the principal amount.

What is the conversion price?

The conversion price is the price at which the bond can be converted into shares by the holder. At present, the conversion price is € 4.38 per share. Based on the initial conversion price each convertible bond can be converted into one share. Subject to certain conditions, the conversion price may have to be adjusted.

Where are the bonds listed?

The convertible bond was included in the Open Market (Freiverkehr) of the Frankfurt stock exchange. In Germany, the bond is traded on the Frankfurt stock exchange and the regional stock exchange in Stuttgart.

When is the interest paid?

The convertible bond has a coupon of 6.75%. p.a. Interest is paid out semi-annually on 21 April and 21 October.

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Why is there no prospectus for the convertible bond 05/2009 on your website?

Application was made to list the convertible bond 2014 on the Open Market (“Freiverkehr”) of the Frankfurt Stock Exchange. Such listing does not require the publication of a prospectus and Q-Cells thus did without it. You nevertheless find all relevant information within the “Terms & Conditions”.

Why did Q-Cells issue the bond only in the nominal amount of € 100,000 each with exemption of the pre-emptive rights of its shareholders? Don’t you want private investors to benefit from the convertible?

Due to the market conditions at the placement of the convertible the bond had to be issued as quickly as possible. A public placement with a respective subscription period might have compromised the success of the convertible. Q-Cells thus decided to choose the faster option with the exemption of pre-emptive rights.

What is the conversion price?

The conversion price is the price at which the bond can be converted into shares by the holder. At present, the conversion price amounts to € 19.45 per share (originally: € 22.94 per share). Subject to certain preconditions ("change of control"), the conversion price has to be adjusted.

Where can I purchase the convertible bond?

The convertible bond is listed at the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.

When is the interest paid?

The convertible bond has a coupon of 5.75%. This interest is paid out bi-annually on 26 May and 26 November, commencing with 26 November 2009.

What effect does Q-Cells' termination right have?

Q-Cells has the right to terminate the convertible bond. This would mean that the principal amount plus accrued interest would have to be repaid early.

The precondition for such a termination is that, on at least 20 trading days within a period of 30 consecutive trading days, the share price amounts to at least 250% of the conversion price valid at this point in time.

Therefore, with the current valid conversion price of € 19.45, the share price would have to record € 48.63 on at least 20 days within a period of 30 consecutive trading days.

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What is the principal amount?

The convertible bond has a total principal amount of € 492.5 million and is divided into denominations considered equal of € 100,000 (the “principal amount”).

This means that only denominations with a principal amount of € 100,000 can be traded. However, depending on the current market value, the purchase price for a single convertible bond can differ significantly from the principal amount.

What is the conversion price?

The conversion price is the price at which the bond can be converted into shares by the holder. At present, the conversion price amounts to € 56.62 per share (originally: € 66.79 per share). Subject to certain preconditions (for example, capital increase by Q-Cells), the conversion price has to be adjusted.

Where can I purchase the convertible bond?

The convertible bond was authorised on the Luxembourg stock exchange. In Germany, the bond is traded on the Frankfurt stock exchange and the Stuttgart stock exchange. Further you can acquire the bond at the Swiss stock exchange (Swiss Exchange).

When is the interest paid?

The convertible bond has a coupon of 1.375%. This interest is paid out annually on 28 February.

What effect does Q-Cells' termination right have?

Q-Cells has the right to terminate the convertible bond. This would mean that the principal amount plus accrued interest would have to be repaid early.

The precondition for such a termination is that, on at least 20 trading days within a period of 30 consecutive trading days, the share price amounts to at least 130% of the conversion price valid at this point in time.

Therefore, with the current valid conversion price of € 56.62, the share price would have to record € 73.61 on at least 20 days within a period of 30 consecutive trading days.

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Q.CELLS SE has filed for bankruptcy. What is the next step?

The preliminary insolvency proceeding began with the filing for bankruptcy on April 3, 2012. In addition, the responsible insolvency court has designed safety measures aimed at protecting the rights of creditors. This task is incumbent upon the preliminary insolvency administrator Henning Schorisch from the law firm hww wienberg wilhelm. The insolvency court also hired Mr. Schorisch as the appraiser and commissioned him to examine whether there is a reason for the opening of the insolvency proceeding and whether the debtor's assets suffice to cover the costs of the proceedings.

Schorisch will now stabilize the business operations and, if possible, organize the further course of the preliminary proceeding. He will also extensively analyze the company's situation and look into the available options. The preliminary proceeding will likely go on through the end of June 2012.

As a shareholder, do I have any claim to payments from the insolvency estate?

Shareholders are proprietors. They therefore rank last in their claim to receive payments in insolvency proceedings. If the business operations of the bankrupt company are sold ("carried over restructuring"), the sales proceeds are split up among the creditors after all costs associated with the proceedings and realization of the insolvency estate are paid. Only when the claims of all creditors have been satisfied in full can payments be made to shareholders. However, if the bankrupt company is restructured via an insolvency plan, it is possible that the shares will be recoverable. Shares of insolvency companies are therefore typically speculation objects.

 

Who is representing my interests as a creditor?

You must protect your interests as a creditor of the insolvency proceeding yourself. In doing so, you have the option of participating in the creditors' meetings called by the insolvency court if you can prove that you are a creditor pursuant to section 38 of the Insolvency Act (InsO) of the insolvency proceeding. The first creditors' meeting will take place after the opening of the insolvency proceeding at the beginning of July 2012. You will be notified of the exact date at that time.

When can I, as a creditor, report my claim?

Claims can only be reported after the opening of the insolvency proceeding starting in early July 2012. When the time comes, you will receive additional instructions.

 

I own Q.CELLS convertible bonds. What does the bankruptcy filing mean for me?

Owners of Q.CELLS convertible bonds are – as long as the conversion right has not been exercised – insolvency creditors of Q.CELLS SE according to Section 38 of the Insolvency Act (InsO). Upon meeting all requirements for concluding the insolvency proceeding, i.e. following realization of the debtor's assets, they receive a proportional share of their claim along with all other unsecured creditors. To do so, they must report their claim – including any interest payments outstanding from the time the insolvency was opened – with the insolvency administrator after eventual opening of the insolvency proceedings. However, the amount of the quote can only be determined at a later date.