07.03.2016 18:08:33

SOITEC: The Board of Directors has set April 11, 2016 as the date for the Combined General Meeting of Soitec's shareholders

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These materials are not an offer for purchase or sale of securities in the United States or in any other jurisdiction in which it would be unlawful to do so.  Please see the important notice at the end of this press release.                                         
  
The Board of Directors has set April 11, 2016 as the date for the Combined General Meeting of Soitec's shareholders

Bernin, France, March 7, 2016 - Soitec (Euronext Paris), a world leader in manufacturing revolutionary semiconductor materials, announced today that the Board of Directors resolved at its meeting on March 3, 2016 to convene on Monday, April 11, 2016, the Combined General Meeting of the shareholders to approve all the resolutions allowing for the implementation of the proposed capital increases totalling around €130 million and €180 million, which were announced on February 10, 2016.

As stated in the February 10, 2016 announcement, the planned capital increases will take the form of:

  • Capital increases reserved for (i) CEA Investissement, a subsidiary of CEA, a long-standing technology partner of the Group, (ii) National Silicon Industry Group, a Chinese industrial investment group dedicated to the semiconductor industry, and (iii) Bpifrance Participations, currently Soitec's largest shareholder, for a total amount of around €76.5 million (premiums included) at a price of €0.55 per share.
  • A capital increase with preferential subscription rights for shareholders to be launched subsequently for a total amount (premiums included) of between around €53.5 million and €103.5 million. The size of the rights issue will be adjusted to finance potential OCEANE 2018 buy-back opportunities at attractive conditions.

Following the operation, CEA Investissement, National Silicon Industry Group and Bpifrance Participations would each hold 14.5% of the Company's shareholding. Subsequently, CEA Investissement will be given the possibility to subscribe for an additional 0.5% of the share capital of the Company and thus become its largest shareholder through a reserved capital increase, the terms of which being similar to those of the capital increase outlined above.

The proceeds from the issuance are intended to be used, firstly, to strengthen Soitec's balance sheet through the reimbursement of the loans maturing in May 2016 and the potential buy-back of the OCEANE 2018 notes and, secondly, to finance the capacity investments needed to manufacture 300mm FD-SOI at the Bernin II facility in France and thus capitalize on the promising perspectives created by widespread adoption of FD-SOI technology across the semiconductor industry.

Soitec invites all its shareholders to participate at the Combined Shareholder Meeting or to vote by correspondence-which can be done either by mail or via the internet-and thus support the capital increases critical for its development.
The Combined Shareholders' Meeting will be held on Monday, April 11, 2016 at the Head office of the Company: Parc Technologique des Fontaines, Chemin des Franques, 38190 BERNIN.
The notice of meeting, including the agenda and draft resolutions presented by the Board of Directors, as well as the terms and conditions for attending and voting at the Meeting, has been published in today's BALO (French Bulletin of Mandatory Legal Announcements). Notices and preparatory documents including the convening notice for the Shareholders' Combined General Meeting will be made available no later than March 21, 2016. All documents and information relating to the meeting will be available to shareholders under the terms and conditions specified by current regulations. The shareholders may download the ballot paper and consult the materials covered by Articles R.225-81 and R.225-83 of the French Commercial Code from Soitec's website at the following address: http://soitec.com/fr/finance/informations-actionnaires/assemblee-generale/ as from March 21, 2016 at the latest.

An update of Soitec 2015-2015 Reference Document has been filed today with the AMF.

Important Notice

This press release and the information contained herein do not constitute either an offer to sell or purchase or the solicitation of an offer to sell or purchase securities of Soitec.

No communication or information relating to the contemplated capital increases may be distributed to the public in any jurisdiction in which registration or approval is required. No action has been (or will be) undertaken in any jurisdiction outside of France where such steps would be required. The subscription for or purchase of securities of Soitec may be subject to legal or statutory restrictions in certain jurisdictions. Soitec assumes no responsibility for any violation of such restrictions by any person. The distribution of this press release in certain jurisdictions may be restricted by law.

European Economic Area

This press release is an advertisement and does not constitute a prospectus within the meaning of Directive 2003/71/EC as amended to the extent that such amendments have been implemented in the Member States of the European Economic Area (the "Prospectus Directive") and should not be relied upon in connection with any offer or commitment whatsoever in any jurisdiction.

Any offer to subscribe for or purchase any securities pursuant to the proposed capital increases referred to in this announcement will be made, and any investor should make their investment decision solely on the basis of the information contained in the prospectuses having received the visa of the French Autorité des marchés financiers and prepared in accordance with the Prospectus Directive to be published by Soitec in connection with the capital increases. Copies of the prospectuses will, following publication, be available from the registered office of Soitec (Parc Technologique des Fontaines, Chemin des Franques, 38190 Bernin) and on its website (www.soitec.com).

With respect to each Member State of the European Economic Area other than France which has implemented the Prospectus Directive (the "Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring a publication of a prospectus in any Member State. As a result, the securities of Soitec may only be offered in the Member States (i) to qualified investors, as defined by the Prospectus Directive; or (ii) in any other circumstances, not requiring Soitec to publish a prospectus as provided under Article 3(2) of the Prospectus Directive.

For the purposes of this paragraph, "securities offered to the public" in a given Member State, means, any communication in any form and by any means, of sufficient information about the terms and conditions of the offer and the securities, so as to enable an investor to decide to buy or subscribe for the securities, as the same may be varied in that Member State.

This selling restriction applies in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.

United Kingdom

The distribution of this press release is directed only at (i) persons outside the United Kingdom, subject to applicable laws, or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The rights issue is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such rights will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on, this press release or any information contained herein.

United States

This press release does not constitute an offer or invitation to sell or purchase, or any solicitation of any offer to purchase or subscribe for, any securities of Soitec in the United States of America. Securities may not be offered, subscribed or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of Soitec have not been and will not be registered under the U.S. Securities Act and Soitec does not intend to make a public offer of its securities in the United States of America.

Agenda
Q4'16 revenues will be published in mid-April 2016.

About Soitec
Soitec (Euronext, Paris) is a world leader in manufacturing innovative semiconductor materials. The company uses its unique technologies to serve the electronics and energy markets. With 3,600 patents worldwide, Soitec's strategy is based on disruptive innovation to respond to its customers' needs for high performance, energy efficiency and cost competitiveness. Soitec has manufacturing facilities, R&D centers and offices in Europe, US and Asia. For more information, please visit www.soitec.com.

For all information, please contact:

Investor relations
Steve Babureck
+33 (0)6 16 38 56 27 or +1 858 519 6230
steve.babureck@soitec.com

 

Individual shareholder relations
0 805 10 99 39
investors@soitec.com
Media relations
Fabrice Baron
+33 (0)1 53 32 61 27
fabrice.baron@ddbfinancial.fr

 

Isabelle Laurent
+33 (0)1 53 32 61 51
isabelle.laurent@ddbfinancial.fr



This announcement is distributed by Nasdaq OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: SOITEC via Globenewswire

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