Market Newsdesk

PLAINVIEW, N.Y., Nov. 12, 2020 (GLOBE NEWSWIRE) — Veeco Instruments Inc. (“Veeco”) (NASDAQ: VECO) today announced that it has entered into a privately negotiated exchange agreement under which it will retire $125.0 million in aggregate principal amount of Veeco’s outstanding 2.70% Convertible Senior Notes due 2023 (the “Original Notes”) in exchange for the issuance of $132.5 million in aggregate principal amount of Veeco’s new 3.50% Convertible Senior Exchange Notes due 2025 (the “New Notes”) and a cash payment to the holder in the amount of $1.1 million in respect of accrued and unpaid interest on the Original Notes to be exchanged. Following the exchange transaction, $131.7 million in aggregate principal amount of the Original Notes will remain outstanding with the terms unchanged.

The New Notes will mature on January 15, 2025 and will pay interest semiannually at a rate of 3.50% per year. The New Notes have an initial conversion rate of 41.6667 shares of Veeco’s common stock per $1,000 original principal amount of New Notes (equivalent to a conversion price of approximately $24.00 per share), subject to adjustment in certain events. The initial conversion price represents an approximately 58.6% premium over the closing sale price of Veeco’s common stock on November 11, 2020. Conversions of the New Notes will be settled in cash, shares of Veeco’s common stock or a combination thereof, at Veeco’s election.

The holder of the New Notes may convert all or a portion of its notes at its option at any time prior to the close of business on the business day immediately preceding October 15, 2024, only upon the satisfaction of certain conditions and during certain time periods. On or after October 15, 2024 until the close of business on the second scheduled trading day immediately preceding January 15, 2025, the holder may convert its New Notes at any time, without condition.

Veeco may be required to repurchase for cash the New Notes upon the occurrence of a fundamental change (as defined in the indenture governing the New Notes) at a repurchase price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the repurchase date. In addition, upon the occurrence of certain corporate events, the conversion rate on the New Notes will increase.

The New Notes will not be redeemable by Veeco prior to January 15, 2023. On or after January 15, 2023, Veeco may redeem for cash all or any portion of the New Notes if the last reported sale price of Veeco’s common stock equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the trading day of such period) ending on, and including, the trading day immediately preceding the date on which Veeco provides notice of redemption at a redemption price equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (subject to certain limited exceptions).

Veeco anticipates that the closing of the exchange transaction will occur on or about November 17, 2020, subject to customary closing conditions.

Neither the New Notes, nor any shares of Veeco’s common stock issuable upon conversion of the New Notes, have been, nor will be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, such securities may not be offered or sold absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

No Solicitation



This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction.

About Veeco



Veeco is an innovative manufacturer of semiconductor process equipment. Our proven ion beam, laser annealing, lithography, MOCVD, and single wafer etch & clean technologies play an integral role in the fabrication and packaging of advanced semiconductor devices. With equipment designed to optimize performance, yield and cost of ownership, Veeco holds leading technology positions in the markets it serves.

Forward-looking Statements



To the extent that this news release discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include Veeco’s ability to close the transaction described in this news release on the terms and within the time anticipated and other risks discussed in the Risk Factors, Business Description and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of Veeco’s Annual Report on Form 10-K for the year ended December 31, 2019, in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of Veeco’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, and in Veeco’s Current Reports on Form 8-K and press releases. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

ST HELIER, Jersey, Nov. 12, 2020 (GLOBE NEWSWIRE) — Caledonia Mining Corporation Plc (“Caledonia” or the “Company”) (NYSE AMERICAN: CMCL; AIM: CMCL) announces that it received notification on November 11, 2020, from BlackRock, Inc., which is a “significant shareholder” of the Company as defined by the AIM Rules for Companies, that it has increased its interest in the Company and on November 10, 2020 crossed a particular threshold for notification of its holdings in the Company. A copy of the notification is below.

TR-1: Standard form for notification of major holdings

Section 9 Attachment

For further information please contact:

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

GENEVA, Switzerland, Nov. 12, 2020 (GLOBE NEWSWIRE) — Etrion Corporation (“Etrion” or the “Company”) (TSX: ETX) (OMX: ETX), an independent renewable power producer, released today its condensed consolidated interim financial statements and related management’s discussion and analysis (“MD&A”) for the three and nine months ended September 30, 2020.

Q3-20 HIGHLIGHTS

Operational

• Etrion produced 17.0 Gigawatt-hours (“GWh”) of electricity from the Company’s 57-megawatt (“MW”) portfolio comprising 11 solar power plant sites in Japan. Production was in line with forecast but 7.2% below the same period in 2019 due to lower solar irradiation.
• Construction of the 45 MW Niigata solar project in central Japan is approximately 60% complete with estimated connection to the electricity grid in the fourth quarter of 2021.
• As of today, the Company has not been adversely affected by COVID-19. The Company has implemented very rigorous guidelines to ensure the wellbeing of its employees while at the same time maintaining minimal business disruptions.

Financial

• On October 23, 2020, the Company completed the sale of its interest in the Mie 60 MW solar project and received a total of ¥3.4 billion (approximately US$32.2 million) and a development fee of JPY 300 million (approximately US$2.8 million). On October 6, 2020, the Company also received a payment of ¥700 million (approximately US$6.6 million) as reimbursement of advances given to the Mie 60 MW solar project developer, including ¥64 million (approximately US$0.6 million) as interest. In aggregate, Etrion received a total of JPY 4.4 billion (approximately US$41.6 million) on this Mie 60 MW final agreement. USD equivalents were calculated using the actual transaction date exchange rate.
• The Company engaged Mitsubishi UFJ Morgan Stanley Securities Co., Ltd (“MUMSS”) as financial advisor to assist with the potential sale of the Company’s 57-megawatt operating solar portfolio and its 45-megawatt solar park under construction in Japan.  As a result, management has concluded that as of September 30, 2020, the Japanese solar assets and the entire Solar Segment has met the definition of assets held-for-sale and discontinued operation as per IFRS 5 and prepared its financial reporting accordingly.
• Etrion’s consolidated revenues from the Japanese discontinued operation were US$6.0 million, 5.4% below the same period in 2019 due to lower solar irradiation.
• Etrion’s solar segment EBITDA from the Japanese discontinued operation was US$4.8 million, 9.9% lower relative to the same period in 2019. The optimization of the Japanese corporate structure and renegotiation of the O&M contracts partially offset the impact of lower solar irradiation levels compared to the same period in 2019.
• Etrion’s consolidated EBITDA from continuing operations was US$31.7 million, significantly higher relative to the same period in 2019 due to the sale of the Mie 60 MW solar project.
• Etrion closed the third quarter of 2020 with an unrestricted cash balance of US$5.5 million held at the corporate level and working capital of US$4.2 million, after excluding the Japanese assets-held-for sale.

Corporate

• As mentioned above, the Company engaged MUMSS as financial advisor to assist with the potential sale of the Company’s 57-megawatt operating solar portfolio and its 45-megawatt solar park under construction in Japan. Management anticipates receiving one or more binding offers by end of the year. Depending on the offers received, the company will determine whether to proceed to close a sale by the end of the first quarter in 2021, subject to the negotiation of final agreements and the receipt of any required shareholders and regulatory approvals.

Board Update

Garrett Soden will be stepping down from the Board of Directors by the end of the year to comply with industry corporate governance guidelines regarding the maximum number of non-executive director appointments per individual. Aksel Azrak, Chairman of the Board commented “On behalf of the Board members I want to take this opportunity to thank Garrett for his invaluable leadership and contributions as a board member for the past 7 years.”

Management Comments

Marco A. Northland, the Company’s Chief Executive Officer, commented, “We are delighted to have completed the sale of our interest in the Mie project.  On the operational side, our solar plants continue to deliver steady revenues and EBITDA with positive results. On the corporate side, we are making significant progress on the sale process of our Japanese portfolio which has raised strong institutional demand. I am confident we will receive attractive offers for these best-in-class assets.”

Operations and Finance Update call

A conference call webcast to present the Company’s third quarter 2020 Operations and Finance update will be held on Thursday, November 12, 2020, at 10:00 a.m. Eastern Standard Time (EST) / 4:00 p.m. Central European Time (CET).

Dial-in details:
North America: +1-647-788-4919 / Toll Free: +1-877-291-4570 / Sweden Toll Free: 02-079-4343
Conference ID: 5675576

Webcast:
A webcast will be available at https://www.webcaster4.com/Webcast/Page/1297/33373

The Operations and Finance update call presentation and the Company’s condensed consolidated interim financial statements for the three and nine months ended September 30, 2020, as well as the related documents, will be available on the Company’s website (www.etrion.com)
  
A replay of the telephone conference will be available until November 12, 2021.

Replay dial-in details:
North America: +1-416-621-4642 / Toll Free: +1-800-585-8367 
Passcode for replay: 5675576

About Etrion 

Etrion Corporation is an independent power producer that develops, builds, owns and operates utility-scale solar power generation plants. The Company owns and operates 57 MW of solar capacity and owns the 45 MW Niigata project under construction, all in Japan. The Company is listed on the Toronto Stock Exchange in Canada and the NASDAQ OMX Stockholm exchange in Sweden under ticker symbol “ETX”. Etrion’s largest shareholder is the Lundin family, which owns approximately 36% of the Company’s shares directly and through various trusts.

For additional information, please visit the Company’s website at www.etrion.com or contact:

Christian Lacueva – Chief Financial Officer 
Telephone: +41 (22) 715 20 90
  
Note: The capacity of power plants in this release is described in approximate megawatts on a direct current (“DC”) basis, also referred to as megawatt-peak (“MWp”).

Etrion discloses the information provided herein pursuant to the Swedish Securities Market Act. The information was submitted for publication at 8:05 a.m. CET on November 12, 2020.

Non-IFRS Measures:

This press release includes non-IFRS measures not defined under IFRS, specifically earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted operating cash flow. Non-IFRS measures have no standardized meaning prescribed under IFRS and therefore such measures may not be comparable with those used by other companies.  EBITDA is a useful metric to quantify the Company’s ability to generate cash before extraordinary and non-cash accounting transactions recognized in the financial statements. In addition, EBITDA is useful to analyze and compare profitability between companies and industries because it eliminates the effects of financing and accounting policy decisions. The most comparable IFRS measure to EBITDA is net income (loss). In addition, adjusted operating cash flow is used by investors to compare cash flows from operating activities without the effects of certain volatile items that can positively or negatively affect changes in working capital and are viewed as not directly related to a company’s operating performance. The most comparable IFRS measure to adjusted operating cash flow is cash flow used in operations. Refer to Etrion’s MD&A for the three and nine months ended September 30, 2020, for a reconciliation of EBITDA and adjusted operating cash flow reported during the period.

Forward-Looking Information: 

This press release contains certain “forward-looking information”. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements relating to the Company’s proposed sale of its Japanese solar assets and the construction and operation of the Niigata project) constitute forward-looking information. This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company as well as certain assumptions including, without limitation, the ability of the Company to complete the sale of the Japanese assets or, if such sale does not proceed, to execute on its development projects in Japan on economic terms and in a timely manner. Forward-looking information is subject to a number of significant risks and uncertainties and other factors that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to, the risk that the Company may not be able to complete the sale of the Japanese assets, the Company’s solar projects may not produce electricity or generate revenues and earnings at the levels expected, the risk that the Company may not be able to obtain all applicable permits for the development of projects in Japan and the associated project financing required for the development of such projects on economic terms, uncertainties with respect to the potential impact of the current COVID-19 pandemic on the Company’s operations and the risk of unforeseen delays in the development and construction of its projects. Reference is also made to the risk factors disclosed under the heading “Risk factors” in the Company’s AIF for the year ended December 31, 2019 which has been filed on SEDAR and is available under the Company’s profile at www.sedar.com.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.