HEBEI, China, May 12, 2008 (PRIME NEWSWIRE) -- JA Solar Holdings Co., Ltd. ("JA Solar") (Nasdaq:JASO) today announced that it intends to offer, subject to market and other conditions, $300 million aggregate principal amount of senior convertible notes due 2013 and American depositary shares, or ADSs, which are being borrowed by affiliates of the joint book-running managers of the notes offering pursuant to ADS lending agreements with JA Solar. JA Solar intends to grant to the underwriters of the notes offering an option to purchase up to an additional $45 million aggregate principal amount of notes to the extent the underwriters sell more than $300 million aggregate principal amount of notes in the notes offering.
The notes will pay interest semi-annually and mature on May 15, 2013. Prior to February 15, 2013, the notes will be convertible upon specified events and, thereafter, at any time. Upon conversion, JA Solar will have the right to deliver (i) ADSs or (ii) cash and, if applicable, ADSs. JA Solar currently intends to satisfy its conversion obligation upon any conversion of Notes by delivering cash, and, if applicable, ADSs.
Holders of the notes may require JA Solar to repurchase the notes upon certain fundamental changes. On or after May 15, 2011, JA Solar may redeem all or a portion of the notes if the closing sale price of its ADSs has been at least 130% of the then applicable conversion price for at least 20 trading days during any period of 30 consecutive trading days, including the last trading day of such period, ending on the trading day preceding the date on which JA Solar provides notice of redemption.
JA Solar intends to use the net proceeds of the notes offering, after deducting underwriting discounts, offering expenses and the cost of capped call transactions described below, for the purchase and construction of manufacturing equipment and facilities, the purchase and prepayment of raw materials, working capital and other general corporate purposes.
In connection with the notes offering, JA Solar plans to enter into capped call transactions with financial institutions that are affiliates of the joint book-running managers of the notes offering (the "counterparties"). These capped call transactions are expected to reduce the potential dilution upon conversion of the Notes.