Convertible bonds
In recent years, the Executive Board has with the approval of the Supervisory Board decided to issue convertible bonds. This has enabled Q-Cells to maintain its strong competitive position and to respond flexibly to the challenges of the current market environment.Convertible bond 2012
Q-Cells International Finance B.V., a wholly owned subsidiary of Q-Cells SE, issued a convertible bond on 28 February 2007 that is guaranteed by Q-Cells SE. The convertible bond is secured with approx. 8.7 million shares. Unless converted, Q-Cells SE is obliged to repay 100 % of the par value.
Details
| Volume | € 492.5 million |
| Denomination | € 100,000.0 |
| ISIN | DE000A0LMY64 |
| WKN | A0LMY6 |
| Listing | Luxembourg |
| Rank | Non-subordinated and (with the exception of the guarantee) unsecured |
| Issue date | 28.02.2007 |
| Maturity date | 30.04.2012 |
| Coupon | 1.375 % per annum, to be paid retroactively for the year on every 28 February, starting with 28 February 2008 |
| Reference price | € 47.71 |
| Conversion price | € 56.62 (originally: € 66.79) |
Document |
Download |
|---|---|
|
-
Exercise of the over-allotment option
|
|
|
-
Ad-hoc announcement
|
|
|
-
Pricing of Convertible Bond 2012
|
|
|
-
Prospectus
Please notice the amended terms and conditions as well as the amended guarantee below. |
|
|
-
Publication for Information Purposes of the Amended Terms and Conditions
|
|
|
-
Publication for Information Purposes of the Amended Guarantee
|
Q-Cells may, at its option redeem the outstanding bonds if the Q-Cells share price on not less than 20 trading days during a period of 30 consecutive trading days is equal to or exceeds 130 per cent. of the then applicable conversion price as at each such trading day.
At the maturity date Q-Cells has the right to choose whether it will pay back the convertible bond in cash or in Q-Cells shares (possibly plus cash settlement).
The interest expense of the convertible bond is booked in the consolidated income statement under "Interest and similar expense". However, the amount entered there is far higher than the pro rata interest payment actually due. Reporting regulations require the convertible bond to be regarded as a financial instrument with an equity component (right to subscription of shares) and an debt capital component (entitlement to interest and redemption). A market-based effective interest of 6.32 % is applied to the established debt capital share in order to calculate the interest expense. However, the interest coupon of the convertible bond amounts to just 1.375 %.
In accordance with § 10 clause b of the conditions (rights capital increase for cash) the conversion price was adjusted from € 66.79 to € 56.62 in October 2010.
Pursuant to the capital transactions in October 2010, a part of the nominal value of the 2007/2012 convertible bond in the amount of € 281.8 million has already been repurchased. After further repurchases in December 2010 with a nominal value of € 9.0 million and at the beginning of 2012 with a nominal value of € 3.0 million the current outstanding amount of the 2007/2012 convertible bond totals € 198.7 million.
FAQ
-
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.
Convertible bond 2014
Q-Cells International Finance B.V., a wholly owned subsidiary of Q-Cells SE, issued a convertible bond of € 250 million that is guaranteed by Q-Cells SE. The convertible bond is secured with approx. 12.9 million shares. Unless converted, Q-Cells SE is obliged to repay 100 % of the par value.
Details
| Volume | € 250.0 million |
| Denomination | € 100,000.0 |
| ISIN | DE000A1AGZ06 |
| WKN | A1AGZ0 |
| Listing | Open Market (Freiverkehr) of the Frankfurt Stock Exchange |
| Rank | Non-subordinated and (with the exception of the guarantee) unsecured |
| Issue date | 26.05.2009 |
| Maturity date | 26.05.2014 |
| Coupon | 5.75 % per annum (Act/Act) payable semi-annually in arrear on 26 May and 26 November in each year, commencing on 26 November 2009 |
| Reference price | € 16.99 |
| Conversion price | € 19.45 (originally: € 22.94) |
Provided the Share Price during a period of 20 trading days within a 30 trading day period commencing on or after 26 May 2012 shall have been at least 250 per cent of the Conversion Price on such trading day, Q-Cells may redeem at any time all, but not some only, of the Bonds at their Redemption Price, together with accrued interest.
At the maturity date Q-Cells has the right to choose whether it will pay back the convertible bond in cash or in Q-Cells shares (possibly plus cash settlement).
The interest expense of the convertible bond is booked in the consolidated income statement under "Interest and similar expense". However, the amount entered there is higher than the pro rata interest payment actually due. Reporting regulations require the convertible bond to be regarded as a financial instrument with an equity component (right to subscription of shares) and an debt capital component (entitlement to interest and redemption). A market-based effective interest of presumably around 8% is applied to the established debt capital share in order to calculate the interest expense. However, the interest coupon of the convertible bond amounts to just 5.75%.
In accordance with § 10 clause b of the conditions (rights capital increase for cash) the conversion price was adjusted from € 22.94 to € 19.45 in October 2010. The current outstanding amount of the 2009/2014 convertible bond totals € 247.0 million.
FAQ
-
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.
Convertible bond 2015
Q-Cells SE issued a convertible bond on 21 October 2010. Approx. 29.4 million ordinary shares are underlying the convertible bond. Unless converted, Q-Cells is obliged to repay 100 % of the principal amount on the maturity date (subject to share settlement at the option of Q-Cells).
Details
| Aggregate principal amount | € 128,747,003.34 comprising 29,394,293 bonds convertible in up to 29,394,293 shares |
| Denomination | € 4.38 |
| ISIN | DE000A1E8HF6 |
| WKN | A1E8HF |
| Listing | Open Market Frankfurt |
| Rank | Non-subordinated and unsecured |
| Issue date | 21.10.2010 |
| Maturity date | 21.10.2015 |
| Coupon | 6,75 % per annum, payable semi-annually in arrear on 21 April and 21 October in each year, starting with 21 April 2011 |
| Reference price | € 3.42 |
| Conversion price | € 4.38 |
The bonds will be redeemed at their principal amount plus accrued interest on the maturity date to the extent they have not previously been redeemed, converted, or repurchased and cancelled.
The interest expense of the convertible bond is booked in the consolidated income statement under "Interest and similar expense".
The current outstanding amount of the 2010/2015 convertible bond totals € 128.7 million.
FAQ
-
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.
