22 March 2011
Jetion Solar Holdings Limited
Proposed Cancellation of trading on AIM
Proposed Offer conditional upon Cancellation
Jetion Solar Holdings Limited ("Jetion" or "Company") announces that it will be shortly sending a circular to shareholders in the Company which contains a notice convening an Extraordinary General Meeting of the Company to propose and consider a special resolution ("the Cancellation Resolution") to cancel the admission of the Company's ordinary shares of no par value in the capital of the Company ("Shares") to trading on AIM ("Cancellation").
The AIM Rules require that Cancellation be conditional upon the consent of not less than 75 per cent. of the votes cast (whether in person or by proxy) by shareholders given in a general meeting. Certain shareholders have given irrevocable undertakings to vote in favour of the Cancellation Resolution in respect of their aggregate interest of 60,069,353 Shares, representing 79.73 per cent. of the issued share capital of the Company.
Current Trading and Prospects
On 31 January 2011, the Company announced that profits for the year ended 31 December 2010 would substantially exceed market expectations. However, it was noted that the market continues to be difficult and challenging. Although raw material prices have stabilised recently, module selling prices remain under pressure and many governments in Europe continue their gradual reduction in subsidies. Since then, the Company has continued to witness a marked deterioration in market conditions in Europe, especially in Italy, and the Directors anticipate that trading conditions throughout 2011 will deteriorate significantly.
The unaudited results for the year ended 31 December 2010 extracted from the consolidated management accounts of the Company show a decrease in profit after taxation of 4.7 per cent. and a fall in net margin from 9.8 per cent. to 4.3 per cent. when compared to 2009. The Directors anticipate that the Company's margins will continue to fall for the foreseeable future and they believe that the results for the year ending 31 December 2011 are likely to show a continued decrease in profit after taxation
The Directors are of the view that, in order to survive in an increasing competitive marketplace, the Company needs to significantly expand its current production capacity, in solar cells and modules, from approximately 200 MW in aggregate at 31 December 2010 to no less than 1,000 MW and that to do so will require significant new investment. The Company, having consulted with its advisers, does not consider that it will be possible to raise such new funding by way of an equity issue and is therefore considering alternative proposals to raise new financing.
Since the Company's admission to AIM, the quoted price of the Shares has fallen by 46.7 per cent. from the IPO price of 151 pence to 80.5 pence, being the closing mid price on 21 March 2011. The Directors believe that the reasons for this include the trading results of the Company and the management issues it has experienced in the past as well as the general decline in global financial markets compounded by a lack of liquidity in the market for the Shares.
As noted above, the Directors do not believe it will be possible to secure new equity financing for the Company at a price which reflects its true value and potential, if at all, and are considering raising new financing for the necessary expansion by alternative means.
In addition, Jetion incurs significant administrative costs and expenses maintaining the quotation of its shares on AIM. In light of these costs, and given the low liquidity of trading in the Shares, the poor performance of the Company's share price and the likely difficulty in securing new investment whilst still traded on AIM, the majority shareholder has put forward the proposed Cancellation and undertaken to make the Offer set out below. In the circumstances the Directors believe that the proposed Cancellation and Offer is in the best interests of the Company
Proposed Offer
In recognition of the loss of an ability to trade the Shares caused by the Cancellation, Jiezhen Yang the Company's majority shareholder and mother of the Chief Executive and Chairman, Wen Yan Xu, together with certain other existing shareholders in the Company, has, conditional upon Cancellation becoming effective, undertaken to make an offer ("the Offer") for the entire issued share capital of the Company within 30 days of Cancellation and that the terms of the offer will be:
For every Share owned 83 pence in cash
Further details of the Offer will be sent to shareholders in due course following Cancellation.
Extraordinary General Meeting and Cancellation from Trading on AIM
The notice of EGM is being sent to shareholders shortly convening an extraordinary general meeting at 10.00am UK time (5.00pm local time), at 1011, Zhencheng Road, Shengang, Jiangyin, Jiangsu Province, The People's Republic of China, on 15 April 2011. Subject to the passing of the Cancellation Resolution, the cancellation of the Shares from trading on AIM will take effect from 27 April 2011 and the final day upon which they can be traded on AIM will be 26 April 2011. As noted above, the Company has received irrevocable undertakings to vote in favour of the Cancellation Resolution from shareholders whose aggregate interests represents over the 75 per cent. of the Company's share capital required to pass the Cancellation Resolution.
For further information :
Jetion Solar Holdings Limited +86 (0) 510 8668 7372
Raymond Wong wongr@jetion.com.cn
Northland Capital Partners Limited +44 (0) 20 7492 4750
William Vandyk wvandyk@northlandcp.co.uk
Tim Metcalfe tmetcalfe@northlandcp.co.uk
