JA Solar Prices Concurrent Offerings of $350 Million of Senior Convertible Notes and Up to 13,125,520 Borrowed American Depositary Shares, Enters Into American Depositary Share Lending Agreements and Enters Into Capped Call Transactions
Wednesday, May 14, 2008 8:42 AM
Symbols: JASO

HEBEI, China, May 14, 2008 (PRIME NEWSWIRE) -- JA Solar Holdings Co., Ltd. ("JA Solar") (Nasdaq:JASO) today announced the pricing of its public offerings of $350 million aggregate principal amount of senior convertible notes due 2013 and up to 13,125,520 American depositary shares, or ADSs, which ADSs are being borrowed by affiliates of the joint book-running managers of the notes offering pursuant to ADS lending agreements with JA Solar. The notes offering was increased from its initial announced size of $300 million aggregate principal amount of notes. JA Solar also has granted the underwriters of the notes offering an option to purchase up to an additional $50 million aggregate principal amount of notes to the extent the underwriters sell more than $350 million aggregate principal amount of notes in the notes offering.

The notes will pay interest semi-annually at the annual rate of 4.50%, and mature on May 15, 2013. Prior to February 15, 2013, the notes will be convertible upon specified events and, thereafter, at any time, based on an initial conversion rate of 32.8138 ADSs per $1,000 principal amount of notes, which represents an initial conversion price of approximately $30.475 per ADS. The initial conversion price is a 32.5% premium to the offer price of $23.00 of the borrowed ADSs initially offered by the concurrent offering. The closing sale price of JA Solar's ADSs on May 13, 2008 was $23.70 per ADS. The initial conversion rate, and thus the initial conversion price, will be subject to adjustment under certain circumstances. 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.

The net proceeds of the notes offering, after deducting underwriting discounts, offering expenses and the cost of the capped call transactions described below, will be approximately $311.0 million (or approximately $355.8 million if the underwriters exercise their option to purchase additional notes in full). JA Solar intends to use these net proceeds 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 has entered into capped call transactions with financial institutions that are affiliates of the joint book-running managers of the notes offering (the "counterparties").


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