LUXEMBOURG and DONGYING, China, April 3,2012 CNPV Solar Power SA, a public limited liability company organized under the laws of the Grand Duchy of Luxembourg and a leading integrated manufacturer of solar photovoltaic products, today announced that CNPV Luxembourg took over all the debt due by CNPV HK to Axeford and accordingly completed the loan capitalization procedures. The company CNPV Solar Power S.A. (hereinafter referred to as "CNPV Luxembourg") hereby informs that:
On April 2, 2012 CNPV Luxembourg took over all the debt due by its wholly-owned subsidiary, CNPV Solar Power Group Limited (« CNPV HK ») to Axeford Investment Group Limited ("Axeford"), one of the founding shareholders of CNPV Luxembourg, in accordance with a loan agreement dated as of December 20, 2010. The amount of debt transferred is USD$10,233,333 as of the date hereof, ie €7,661,974.39. The transfer of such debt generated a receivable of the same amount held by CNPV Luxembourg against CNPV HK.
CNPV Luxembourg offered Axeford to convert all its receivable by subscribing to 1,103,920 newly issued common shares of CNPV Luxembourg in connection with a reserved share capital increase at a price per share set at €6.94 (9.27$) by the board of directors, based on the "Weighted Moving Average Price (WMAP)" calculated on the 120 days preceding the trading suspension. Axeford’s subscription and the issuance of the new shares were completed on April 2, 2012.
A request for admission of the new shares will be sent to NYSE Euronext, in accordance with the provisions of Article 4.5 of the Alternext Rules. The listing of CNPV Luxembourg shares on Alternext remains suspended until further notice.
CNPV Solar Power SA (NYSE Euronext: ALCNP), through its wholly-owned subsidiary, CNPV Dongying Solar Power Company Limited, is a leading integrated manufacturer of solar photovoltaic products from the production of ingots, wafers and cells to the assembly of PV modules. CNPV designs, manufactures and supplies highly efficient and cost effective crystalline solar photovoltaic modules. Reliability & longevity are built into our world-class crystalline solar photovoltaic modules, which undergo rigorous internal tests and external certifications (IEC61215, IEC61730, UL, and CE) to ensure peak performance and safety. For further information, please visit CNPV's website at http://www.cnpv-power.com.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, CNPV's ability to raise additional capital to finance its activities; the effectiveness, profitability, and marketability of its products; the future trading of the securities of the Company; the ability of the Company to operate as a public company; the period of time for which its current liquidity will enable the Company to fund its operations; the Company's ability to protect its proprietary information; general economic and business conditions; the volatility of the Company's operating results and financial condition; the Company's ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed in the Company's filings with the Euronext in Paris. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the companies and the industry. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, they cannot assure you that their expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.
For more information, please contact:
CNPV Solar Power SA
Bypina Veerraju Chaudary, Chief Operating Officer
Scott Zhang, Manager-IR