3S Industries AG
3S Swiss Solar Systems AG raises guidance for financial year 2008
3S Industries AG / Forecast/Capital Increase Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- Ad-Hoc Announcement 3S Industries AG (Not for distribution in the United States, Japan, Australia, Canada or Germany) 3S Industries AG raises guidance for financial year 2008 and implements capital increase - Increase in turnover outlook for financial 2008 to CHF 110 million - Improvement of EBIT margin - Issue of 3,354,305 new shares with a subscription ratio of 2:1 at maximum subscription price of CHF 24.00 - Subscription period from 3 to 9 July 2008 Lyss, 1 July 2008. 3S Industries AG, worldwide technological leader in laminating lines and testers for solar module production, is increasing its financial guidance for the financial year 2008. Thanks to the planned acquisition of Somont and the strong continued performance of its existing business, the company is now expecting turnover of around CHF 110 million and an EBIT margin above the previous 10% target. As already announced, 3S Industries AG is to further strengthen its equity base with a capital increase. The new guidance reflects the excellent order situation and the higher organic growth than expected at the beginning of March for the two group companies 3S Swiss Solar Systems and Pasan for the current financial year. Moreover, it takes account of the turnover of the German company Somont, which will be consolidated as of mid-July 2008. With the integra-tion of Somont, a specialist producer of string soldering machinery, 3S Industries will become an integrated supplier of solar module production equipment. In addition, the integration of Somont will have a positive effect on the EBIT margin, forecast at the beginning of the year at about 10%. Somont’s first half 2008 earnings are already attributable to 3S Industries. The increased turnover and EBIT expectations require the successful conclusion to the planned capital increase for the financing of the takeover of Somont in mid-July 2008. Due to unanimous decisions of shareholders at the ordinary general meeting of 25 July 2008, 3S Industries is assuming adherence to the planned time frame and that it will be able to con-solidate Somont as of mid-July. Capital increase allows further growth The Board of Directors of 3S Industries AG has today taken the decisions allowing implementation of its previously announced capital measures, in order to ensure the further growth of the 3S Group. Under the terms of a capital increase, a total of up to 3,354,305 new nominal shares will be offered to existing shareholders for subscription, whereby the company’s equity will increase from CHF 6,708,611 to CHF 10,062,916. As regards the 2:1 subscription ratio, shareholders of 3S Industries AG will be able to subscribe to one new share for each of the two old shares from 3 July until (it is anticipated) 9 July 2008. The subscription rights will be attributed to shareholders on the basis of holdings as at 2 July 2008 (evening). There is not expected to be trading in subscription rights. Unexercised subscription rights expire at the end of the subscription period. The new shares pertaining to unexercised subscription rights will be offered to institutional investors in a private placement. It is estimated that the final subscription and placement price will be set at the end of the private placement period on 10 July 2008 and will not exceed CHF 24.00 per new share. The company has charged Landesbank Baden-Württemberg (LBBW), as sole lead manager, with the duty of administering the transaction. With this capital increase, 3S Industries AG is ensuring that it has the necessary liquidity to finance further company growth, and in particular the takeover of Somont GmbH. The acquisition of Somont will be carried out for just 35% in cash, with by far the greater part of the purchase (about 65%) being paid for by the issue of new shares. Dr. Patrick Hofer-Noser, founder and CEO of 3S Industries AG, sets out further reasons for the planned deal: 'By integrating Somont, we will be able to offer all relevant technologies for module production from a single source. We wish to use this exceptional position to further develop our technological lead and to participate in the rapidly growing markets in both Asia and North America. With the expected proceeds of the new issue, we will be able to implement our growth strategy fully and continue to increase turnover and earnings.' The 3S Industries share price was CHF 24.50 on the Berne stock exchange at the close of trading yesterday evening. 3S Industries AG 3S Industries AG (former 3S Swiss Solar Systems AG) encompasses the three key tech-nologies in the areas of solar module production, strings, laminators and testers. Through the announced acquisition of Somont, the Group is continuing its expansion strategy and is adding the missing link in the value chain for solar module production in the field of string soldering machines. In the laminating area, 3S Industries has been a technological world market leader for many years. Having taken over the leading manufacturer of module testers, Pasan, in August 2007, 3S Industries acquired its first additional key technology. The three firms will be operating independently from one another, each focussing on one of the three key technologies. Moreover, 3S Industries integrates this production equipment into turnkey semiautomated production lines; it is also a manufacturer of solar modules and plans and develops building-integrated solar systems. For further information please contact: Investor Relations Antje Greiner Telephone: +41 (0) 32 391 11 35 Fax: +41 (0) 32 391 11 12 E-mail: aktie@3-s.ch Disclaimer THIS PRESS RELEASE AND THE INFORMATION CONTAINED THEREIN MAY NOT BE TAKEN OR TRANSMITTED TO A COUNTRY OUTSIDE SWITZERLAND AND MAY NOT BE DISTRIB-UTED OR TRANSFERRED OUTSIDE SWITZERLAND TO PERSONS (INCLUDING LEGAL ENTI-TIES) WHO/WHICH ARE NOT SWISS, NOR DISTRIBUTED OR TRANSFERRED TO PUBLICA-TIONS WITH GENERAL CIRCULATION OUTSIDE SWITZERLAND. EACH AND ANY INFRINGE-MENT OF THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE LAWS REGARD-ING SECURITIES IN THE RELEVANT COUNTRIES. SHARES OF 3S INDUSTRIES AG ARE NOT PUBLICLY OFFERED FOR PURCHASE OUTSIDE SWITZERLAND. THIS PRESS RELEASE DOES NOT INCLUDE, NOR DOES IT REPRESENT, AN OFFER TO PURCHASE SECURITIES OR A SUBSCRIPTION TO SECURITIES IN THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION IN WHICH AN OFFER OR INVITATION IN SUCH FORM WOULD NOT BE PER-MISSIBLE, NOR TO A PERSON FOR WHOM AN OFFER OR INVITATION OF THAT KIND WOULD BE IMPERMISSIBLE. IN EEA MEMBER STATES WHICH HAVE ADOPTED THE DIRECTIVE 2003/71/eg (TOGETHER WITH IMPLEMENTATION MEASURES OF THE MEMBER STATES, 'THE PROSPECTUS DIREC-TIVE'), THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY TO QUALIFIED INVESTORS AS PER THE PROSPECTUS GUIDELINES IN THE RELEVANT MEMBER STATE. THIS PRESS RELEASE REPRESENTS NEITHER AN OFFER TO SELL NOR AN INVITATION TO BUY SECURITIES AND IS NOT AN ISSUE PROSPECTUS IN THE SENSE OF ARTICLES 652a AND 1156 OF THE SWISS CODE OF OBLIGATIONS OR A QUOTATION PROSPECTUS IN THE SENSE OF THE LISTING REGULATIONS OF THE BX BERNE EXCHANGE. DECISIONS TO PUR-CHASE OR SUBSCRIBE TO THE SHARES OF 3S INDUSTRIES LTD SHOULD BE MADE EXCLU-SIVELY ON THE BASIS OF THE ISSUE AND LISTING PROSPECTUS PUBLISHED BY THE COM-PANY FOR THAT PURPOSE. Contact: 3S Industries AG Antje Greiner Tel. +41(0)32 391 11 35 Fax. +41(0)32 391 11 12 aktie@3-s.ch www.3-s.ch Schachenweg 24 CH-3250 Lyss 01.07.2008 Financial News transmitted by DGAP ---------------------------------------------------------------------- Language: English Issuer: 3S Industries AG Schachenweg 24 3250 Lyss Schweiz Phone: +41 (0)32 391 11 11 Fax: 41 (0)32 391 11 12 E-mail: aktie@3-s.ch Internet: www.3-s.ch ISIN: CH0022678822 WKN: A0F6EW Listed: Freiverkehr in Berlin, München, Stuttgart; Open Market in Frankfurt; Foreign Exchange(s) BX End of News DGAP News-Service ---------------------------------------------------------------------------
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