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JA Solar Announces US$96 Million Registered Direct Offering

published: 2013-08-15 18:42

JA Solar Holdings Co., Ltd. announced on August 14th, 2013, that it has entered into a Securities Purchase Agreement with a single institutional investor to issue securities in a registered direct offering that will result in gross proceeds to the Company of up to US$96 million, before deducting the placement agent fees and estimated offering expenses. This amount does not take into account any proceeds from the Series B Warrant (as defined below), which is not exercisable for one year following the date of issuance.

Under the terms of the Securities Purchase Agreement, the Company has agreed to sell an aggregate of 15,228,425 ordinary shares, US$0.0001 par value per share, of the Company ("Ordinary Shares"), represented by 3,045,685 American Depositary Shares (each, an "ADS"), at a price of US$7.88 per ADS, which is 94% of the volume-weighted average price of the Company's ADSs on August 13, 2013. The Company has also agreed to issue to the Investor (i) a warrant to acquire up to 12,724,164 Ordinary Shares represented by 2,544,833 ADSs ("Series A-1 Warrant") within three (3) months after the issuance date at an initial exercise price of US$1.886 per Ordinary Share (equivalent to an exercise price of US$9.43 per ADS and representing an initial aggregate exercise price of up to US$24 million), subject to adjustment and subject to reset in certain circumstances, (ii) a warrant to acquire up to 12,724,164 of Ordinary Shares represented by 2,544,833 ADSs ("Series A-2 Warrant") within six (6) months after the issuance date at an initial exercise price of US$1.886 per Ordinary Share (equivalent to an exercise price of US$9.43 per ADS and representing an initial aggregate exercise price of up to US$24 million), subject to adjustment and subject to reset in certain circumstances, (iii) a warrant to acquire up to 12,724,164 Ordinary Shares represented by 2,544,833 ADSs ("Series A-3 Warrant," together with Series A-1 Warrant, Series A-2 Warrant, the "Series A Warrants") within nine (9) months after the issuance date at an initial exercise price of US$1.886 per Ordinary Share (equivalent to an exercise price of US$9.43 per ADS and representing an initial aggregate exercise price of up to US$24 million), subject to adjustment and subject to reset in certain circumstances, and (iv) a warrant to acquire up to 50,896,656 Ordinary Shares represented by 10,179,332 ADSs ("Series B Warrant," together with the Series A Warrants, the "Warrants") at an initial exercise price of US$2.18 per Ordinary Share (equivalent to an exercise price of US$10.90 per ADS and representing an initial aggregate exercise price of up to approximately US$111 million), subject to adjustment and subject to reset on the date that is nine months after the date it is issued. The Series B Warrant is not exercisable until the first day after the date that is one year following the issuance date and will expire on the second anniversary of the date the Series B Warrant becomes exercisable.

The closing of the offering is expected to take place on or about August 16, 2013, subject to satisfaction of customary closing conditions. The estimated net proceeds to the Company at the offering (without giving effect to any exercise of the Warrants), after deducting placement agent commissions and other estimated offering expenses payable by the Company, are expected to be approximately US$21.1 million. The Company intends to use the net proceeds from this offering and the proceeds of any exercise of the Warrants for general corporate purposes.

Barclays acted as the exclusive placement agent in connection with this offering.

A shelf registration statement (File No. 333-188895), as amended on August 13, 2013 (File No. 333-190598), relating to the Ordinary Shares (except the Ordinary Shares issuable upon exercise of the Series B Warrant) and the Warrants issued in the offering has been filed with and declared effective by the Securities and Exchange Commission (the "SEC"). A prospectus supplement relating to the offering will be filed by the Company with the SEC.
 

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