JA Solar Provides Statement On Lehman Brothers Relationship
Tuesday, September 16, 2008 8:37 AM
Symbols: JASO

Conference Call to be Held At 9:00 a.m. ET on September 16, 2008

HEBEI, China, Sept. 16, 2008 (GLOBE NEWSWIRE) -- On May 19, 2008, JA Solar Holdings Co., Ltd. ("JA Solar") (Nasdaq:JASO) closed its public offerings of $400 million aggregate principal amount of senior convertible notes due 2013 and up to 13,125,520 American depositary shares, or ADSs, which ADSs were borrowed by Lehman Brothers International (Europe) ("Lehman Europe") and Credit Suisse International ("CS"), affiliates of Lehman Brothers Inc. and Credit Suisse Securities (USA) LLC who were the joint book-running managers of the notes offering, pursuant to ADS lending agreements with JA Solar. The notes sold include $50 million aggregate principal amount of notes issued pursuant to the underwriters' exercise in full of their option to purchase additional notes.

In connection with the senior note offering, JA Solar entered into a 6.56 million share lending agreement with each of Lehman Europe and CS. Under the stock lending agreement with Lehman Europe, the shares must be returned to the Company no later than May 15, 2013, the maturity date of the Senior Notes. Until that time, the shares are considered to be issued and outstanding for corporate law purposes. The Company is investigating the bankruptcy and insolvency proceedings involving Lehman Brothers Holdings Inc. ("Lehman") and Lehman Europe. At this time, the Company is unaware of the intentions of Lehman Europe with respect to the return of the 6.56 million shares attributed to Lehman Europe under the share lending agreement or whether Lehman Europe will be able to fulfill its obligation to return the borrowed shares in 2013. Until such further information is available, the Company will continue to consider the shares not outstanding for the purpose of computing and reporting per share results. The Company intends to vigorously assert its rights with respect to such shares, including, taking advantage of applicable insolvency laws that specifically protect financial market transactions similar to these.

Also in connection with the Convertible Notes, JA Solar entered into a capped call transaction with Lehman Brothers OTC Derivatives Inc. to reduce the ultimate dilution that would otherwise occur as a result of new common stock issuances upon conversion of the Senior Notes. The capped call transaction effectively increases the conversion price of the Senior Notes to $37.375 per share compared to the actual Senior Notes conversion price of $30.475 per share. To date, the Company has paid approximately $16.2 million for the capped call transaction to Lehman. The Company intends to work with other investment banks to determine its best course of action to maintain the original intent of the capped call transaction. Lehman Brothers OTC Derivatives Inc.


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