Message #11 From:
Jason Date: June 26, 2009 11:16:25 AM
APWR A-Power Energy Generation Systems Ltd. Announces Closing of $40 Million Senior Convertible Notes
SHENYANG, China, June 24 /PRNewswire-Asia-FirstCall/ -- A-Power Energy
Generation Systems, Ltd. (Nasdaq: APWR stock news) ('A-Power' or 'the Company'), a
leading provider of distributed power generation ('DG') systems in China and a
fast-growing manufacturer of wind turbines, announced the closing of its
offering of $40 million aggregate principal amount of Senior Convertible Notes
(the 'Notes'), plus warrants ('Warrants'), to several institutional investors.
Net proceeds from the placement will be used primarily to secure components
for A-Power's ramp-up in its wind turbine assembly business.
Subject to earlier redemption in certain circumstances, the Notes will
mature in five years and will be initially convertible at $10.637 per common
share. A-Power may redeem the Notes at 110% of the principal amount, plus any
accrued and unpaid interest, beginning November 19, 2011, provided certain
market price conditions are met. The five-year Warrants will be exercisable
for an aggregate of 1,504,184 common shares of the Company at an initial
exercise price of $10.637 per share, subject to anti-dilution protection. The
Notes will bear interest at an annual rate increasing over time from 3% to 12%
and if the Notes are repaid or redeemed rather than being converted, the
Company must make an additional make-whole payment. The conversion price of
the Notes will be subject to anti-dilution protection and a reset based on the
20-day volume weighted average price to be calculated after the common shares
underlying the Notes are freely tradable. Further information regarding the
Notes and Warrants is available in the Company's Form 6-K filed with the
Securities and Exchange Commission (the 'SEC') on Friday June 19, 2009.
The issuance of the Notes and the Warrants was done in reliance on the
exemptions for sales of securities not involving a public offering, as set
forth in Section 4(2) and Rule 506 of Regulation D promulgated under the
Securities Act of 1933, as amended (the 'Act'). The underlying common shares
associated with the offering have not been registered under the Act, nor any
state securities laws, and may not be offered or sold in the United States
absent registration with the SEC or an applicable exemption from such
registration requirements. A-Power has agreed to file a registration statement
with the SEC covering resales of shares of common shares issued upon the
conversion of Notes and upon exercise of Warrants.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an offer,
solicitation or sale of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction.
About A-Power
A-Power Energy Generation Systems Ltd. ('A-Power'), through its
China-based operating subsidiaries, is the largest provider of distributed
power generation systems in China, focusing on energy-efficient and
environmentally friendly projects of 25MW to 400MW. In 2008, A-Power entered
the wind energy market and has built China's largest wind turbine
manufacturing facility, located in Shenyang, Liaoning Province, with
technologies licensed from German FUHRLANDER AG and Denmark-based Norwin, and
a total annual production capacity of 1,125MW. In March 2009, A-Power entered
into an agreement to establish a Joint Venture partnership with GE Drivetrain
Technologies to produce wind turbine gearboxes in Shenyang. A-Power also has
strategic relationships with Tsinghua University in Beijing and the China
Academy of Sciences in Guangzhou to develop and commercialize other renewable
energy technologies. For more information, please visit
http://www.apowerenergy.com .
Safe Harbor Statement
This press release may contain forward-looking statements. Any such
statement is made within the 'safe harbor' provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as 'will,' 'expects,' 'anticipates,'
'future,' 'intends,' 'plans,' 'believes,' 'estimates,' and other similar
statements. Statements that are not historical facts, including statements
relating to anticipated future earnings, margins, and other operating results,
future growth, construction plans and anticipated capacities, production
schedules and entry into expanded markets are forward-looking statements. Such
forward-looking statements, based upon the current beliefs and expectations of
our management, are subject to risks and uncertainties, which could cause
actual results to differ materially from the forward-looking statements,
including but not limited to, the risk that: our manufacturing and assembly of
wind turbines will entail significant amounts of working capital and if we
cannot satisfy these working capital requirements the growth and development
of our wind turbine business could suffer materially; our limited operating
history and recent entrance into new markets and the wind turbine business may
make it difficult for you to evaluate our business and future prospects; if we
do not manage our growth successfully, our growth and opportunity to maintain
and increase profitability may be hindered or impeded, as well as other
relevant risks detailed in our filings with the Securities and Exchange
Commission, including those set forth in our annual report filed on Form 20-F
for the fiscal year ended December 31, 2007. The information set forth herein
should be read in light of such risks. We assume no obligation to update the
information contained in this press release, except as required under
applicable law.
For more information, please contact:
Mr. John S. Lin Chief Operating Officer A-Power Energy Generation Systems Email: john@apowerenergy.com
Mr. Valentine Ding / Mr. Dixon Chen Investor Relations Grayling Tel: +1-646-284-9412 Email: valentine.ding@us.grayling.com dixon.chen@us.grayling.com
