PV Crystalox Solar : Tender Offer, Notice of GM and Cancellation

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) no. 596/2014

PV CRYSTALOX SOLAR PLC

(the 'Company')

Tender Offer to purchase up to 3,636,363 Ordinary Sharesat 55 pence per Ordinary Share

and

Notice of General Meeting

and

Cancellation of admission of Ordinary Shares to the standard segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities

16 July 2020

Further to the announcement on 29 June 2020, in which the Company announced that following receipt of the payment relating to the settlement of a legacy wafer supply contract, it will proceed to return up to £2 million of surplus capital to Shareholders by way of a tender offer (the 'Tender Offer'), the Company today announces further details of the Tender Offer, including the pricing at 55 pence (the 'Tender Price') per Ordinary Share as well as the opening of the Tender Offer on 17 July 2020.

Cancellation

The Company also announces that it will request the cancellation of the listing of its Ordinary Shares on the standard segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities ('Cancellation of Listing'). The Cancellation of Listing is intended to take effect from 7.00 am on 29 September 2020.

Highlights of the Tender Offer

· The Tender Price represents:

· a premium of 16.5% to the closing price of 47.2 pence per Ordinary Share on 13 July 2020 (being the Latest Practicable Date); and

· a premium of 29.4% to the volume weighted average price of 42.5 pence per Ordinary Share over the one month to 13 July 2020.

· The maximum number of Ordinary Shares that may be acquired under the Tender Offer is 3,636,363 representing approximately 49.9% of the Company's Issued Ordinary Share Capital on 13 July 2020 (being the Latest Practicable Date).

· The Tender Offer opens tomorrow and will close at 1.00 pm on 9 September 2020.

· To the extent that Shareholders choose not to participate in the Tender Offer, the surplus cash that is not returned to Shareholders will be held by the Company. The Board of the Company will consider how to utilise the surplus cash in due course, depending on the relevant amount and other conditions.

· Completion of the Tender Offer will be conditional on shareholder approval of the Tender Offer at the General Meeting on 9 September 2020.

The preceding summary should be read in conjunction with the full text below, as well as the shareholder circular (the 'Circular'), which will be posted to Shareholders and also includes notice of a General Meeting. A copy of the Circular is also available from the Company's website atwww.pvcrystalox.com.

A summary expected timetable of principal events is set out in Appendix I to this announcement.

General Meeting

A General Meeting is being convened for 11.00 am on 9 September 2020 to consider and, if approved by shareholders, pass the Tender Offer Resolution, set out in full in the Circular.

Enquiries:

PV Crystalox Solar PLC +44 (0) 1235 437160

Peter Finnegan, Company Secretary

Shore Capital +44 (0) 20 7408 4050

Antonio Bossi / Robert Finlay

PV CRYSTALOX SOLAR PLC

Tender Offer to purchase up to 3,636,363 Ordinary Sharesat 55 pence per Ordinary Share

and

Notice of General Meeting

and

Cancellation of admission of Ordinary Shares to the standard segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities

1 BACKGROUND TO AND REASONS FOR THE TENDER OFFER AND CANCELLATION OF LISTING

1.1 Tender Offer

During the last two years the Board has explored various options to maximise any value from the listing of the Group's shares on the Official List but has been unable to identify any viable opportunities.

In March 2019, following an extensive review of the strategic options for the future of the Group, the Board concluded that returning a large proportion of the Group's surplus capital, as part of an orderly resolution of the Group's affairs, would be in the best interests of shareholders. A capital return of €43.4 million (£38.5 million) was duly completed in June 2019.

On 19 March 2020, the Company announced that the Board had concluded that a further return of capital would be an appropriate course of action, followed by a cancellation of the Listing. The Board noted that this further return of capital was to be contingent upon receipt of the payment relating to the settlement of a legacy wafer supply contract.

On 29 June 2020, the Company announced that following receipt of the payment relating to the settlement of a legacy wafer supply contract, it will proceed to return up to £2 million of surplus capital to Shareholders by way of a Tender Offer.

The benefits of the Tender Offer are that it:

(a) is available to all Qualifying Shareholders regardless of the size of their shareholdings (subject to rounding);

(b) means tendering Shareholders will receive a premium of 16.5% to the closing price of 47.2 pence per Ordinary Share on 13 July 2020 (being the Latest Practicable Date) and represents a premium of 29.4% to the volume weighted average price of 42.5 pence per Ordinary Share over the one month to 13 July 2020;

(c) provides Qualifying Shareholders with an opportunity to partially realise their investment in the Company on an equivalent basis to all Qualifying Shareholders prior to the Cancellation of Listing; and

(d) enables those Qualifying Shareholders who do not wish to realise their investment in Ordinary Shares at this time to maintain their current investment in the Company.

Qualifying Shareholders may choose not to tender their existing holding of Ordinary Shares, but following the Cancellation of Listing, Qualifying Shareholders should take into consideration, amongst other things, that:

(e) they will no longer be able to trade their Ordinary Shares on the London Stock Exchange and the opportunity to realise their investment in the Company by selling their Ordinary Shares will be reduced; and

(f) the corporate governance, regulatory and financial reporting regime which applies to companies whose shares are admitted to the Official List and to trading on the London Stock Exchange's Main Market will no longer apply (save that the Takeover Code will continue to apply to the Company to afford protection to its shareholders for a period of 10 years following the Cancellation of Listing).

1.2 Cancellation of Listing

The Board has for some time been reviewing the benefits to, and burdens on, the Company and Shareholders of continuing the Listing. The Board has concluded that it is in the interests of Shareholders to proceed with the Cancellation of Listing for the following reasons:

(a) the Company has no intention of completing a public markets transaction such as a secondary fundraise or an acquisition using its Ordinary Shares as currency; and

(b) given the reduced size of the Company and its limited business activity, the cost of maintaining the systems, procedures, staff and advisers to comply with listed company requirements is not an optimal use of the Company's financial resources.

For the reasons set out above, the Board has concluded that it would be in the interests of the Company and Shareholders as a whole if the Listing were to be cancelled following the Tender Offer.

The Cancellation of Listing is expected to take effect from 7.00 am on 29 September2020. In accordance with UK Listing Rule 5.2.8, the Company is required to give at least 20 business days' notice to the London Stock Exchange of the intended Cancellation of Listing. Shareholder approval is not required in order to effect the Cancellation of Listing.

2 TENDER OFFER

2.1 How to Participate in the Tender Offer

Each Qualifying Shareholder is entitled to tender a percentage of that Qualifying Shareholder's holding equal to (or less than, if they so choose) the Individual Basic Entitlement. Qualifying Shareholders will also be entitled to apply to tender Ordinary Shares in excess of their Individual Basic Entitlement and, to the extent that other Shareholders do not tender their Individual Basic Entitlement all such Ordinary Shares will be scaled down pro ratato the total number of such Ordinary Shares tendered in excess of the aggregate Individual Basic Entitlement, such that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 3,636,363 and the maximum total cost of the Ordinary Shares purchased pursuant to the Tender Offer does not exceed £2 million, in accordance with the terms and conditions of the Tender Offer which shall be set out in the Circular expected to be published later today.

2.2 Full terms and conditions of the Tender Offer

Full details of the Tender Offer, including the terms and conditions on which it is made, as well as the procedure for tendering and settlement, will be set out in the Circular, expected to be published later today.

3 CURRENT TRADING AND OUTLOOK

As part of the continuing resolution of the Company's affairs the Board has implemented various measures to reduce costs. The UK office has now been closed and the CFO/Company Secretary's role has become part-time with effect from 1 July 2020. Non-executive director fees were reduced by 50% from January 2020 and a similar adjustment will be effected for the Chief Executive. The Cancellation of Listing will deliver a further reduction in overheads and Michael Parker will also step down at that time from his position as a non-executive director. The Board will continue its endeavours to complete the transformation of the manufacturing operation in Germany although the Covid-19 pandemic has disrupted progress. Additionally, work will continue to resolve any potential challenge from tax authorities regarding the distribution of payments received under the arbitration settlement in 2018. A sale of the German business to a third party or a transfer to the existing management team remains the ultimate objective and together with a resolution of the tax issues may enable a further cash return to shareholders in due course. As the Company's ability to accelerate the liquidation process is limited and economic considerations make such action unfavourable, the Board's focus is on minimising the cash burn during the next 12-18 months while the outstanding issues are resolved.

4 GENERAL MEETING

4.1 Whilst the Company has existing authority to purchase its own shares, pursuant to the Annual General Meeting held on 23 June 2020, the Company wishes to obtain fresh authority from Shareholders in connection with the proposed Tender Offer and acquisition of Ordinary Shares. The Tender Offer Resolution is subject to different parameters than the authority previously granted by Shareholders, including with respect to the aggregate number of Ordinary Shares that may be purchased and the price at which such Ordinary Shares may be acquired. The Tender Offer Resolution proposes to authorise the Company to purchase up to 3,636,363 Ordinary Shares at a price of 55 pence per Ordinary Share in connection with the Tender Offer.

5 EXPECTED TIMETABLE OF PRINCIPAL EVENTS

A summary expected timetable of principal events is set out in Appendix I to this announcement.

IMPORTANT NOTICES

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders are advised to read carefully the Circular. Any response to the Tender Offer should be made only on the basis of the information in the Circular.

Shore Capital (which is authorised and regulated in the UK by the FCA), is acting exclusively for the Company and no one else in connection with this announcement and the Tender Offer and will not regard any other person as its client in relation to the Tender Offer and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for providing advice in connection with the Tender Offer or any other transaction, arrangement or other matter referred to in this announcement as relevant.

Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital under FSMA or the regulatory regime established thereunder: (i) none of Shore Capital or any persons associated or affiliated with them accepts any responsibility whatsoever or makes any warranty or representation, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, the Company or the Directors, in connection with the Company and/or the Tender Offer; and (ii) Shore Capital accordingly disclaims, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise be found to have in respect of this announcement or any such statement.

Forward‑Looking Statements

The Circular contains indications of likely future developments and other forward‑looking statements that are subject to risk factors associated with, amongst other things, the economic and business circumstances occurring from time to time in the countries, sectors and business segments in which the Group operates. These factors include, but are not limited to, those discussed in Part III (Risk Factors) of the Circular. These and other factors could adversely affect the Group's results, strategy and prospects. Forward‑looking statements involve risks, uncertainties and assumptions. They relate to events and/or depend on circumstances in the future which could cause actual results and outcomes to differ materially from those currently anticipated. No obligation or duty is assumed (except as required by the Listing Rules, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange and by law) to update any forward‑looking statements, whether as a result of new information, future events or otherwise.

Overseas shareholders

The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should read paragraph 11 (Overseas Shareholders) set out in Part IV (Terms and Conditions of the Tender Offer) of the Circular and should inform themselves about, and observe, any applicable legal or regulatory requirements. Shareholders who are resident in the United States should read the Notice for US Shareholderson page 2 of the Circular and paragraph 12 (US Shareholders) set out in Part IV (Terms and Conditions of the Tender Offer) of the Circular.

Unless otherwise determined by the Company and Shore Capital and permitted by applicable law and regulation, neither the Circular nor the Tender Form or any related document is being, or may be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from any Restricted Jurisdiction, and persons receiving the Circular, the Tender Form and/or any related document (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from such Restricted Jurisdiction, as to do so may invalidate any purported participation in the Tender Offer. Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward the Circular together with the Tender Form and/or any related document to any jurisdiction outside the United Kingdom, should seek appropriate advice before taking any action.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The Tender Offer is made only pursuant to the Circular and the related Tender Form with respect to the Ordinary Shares. The Tender Offer is not being made to holders of Ordinary Shares residing in any jurisdiction in which the making of the Tender Offer would not be in compliance with the laws of that jurisdiction.

US Shareholders

The Tender Offer relates to securities in a non‑US company and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. The Circular has been prepared in accordance with the UK style and practice for the purpose of complying with English law. The financial information relating to the Company, which is available for review on the Company's website (www.pvcrystalox.com), has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be made in the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable. Certain provisions of Regulation 14E under the US Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d‑1(d) under the US Exchange Act. US Shareholders should note that the Ordinary Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and most of its officers and directors reside outside the United States. It may not be possible to sue a non‑US company or its officers or directors in a non‑US court for violations of US securities laws. It also may not be possible to compel a non‑US company or its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US citizen or otherwise a US taxpayer will likely be a taxable transaction for federal income tax purposes. This document does not address any United States federal or state income tax consequences of the Tender Offer and each such Shareholder should consult and seek individual US tax advice from an appropriate professional adviser. To the extent permitted by applicable law and in accordance with normal UK practice, the Company, Shore Capital or any of their respective affiliates, may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States during the period in which the Tender Offer remains open for participation, including sales and purchases of Ordinary Shares effected by Shore Capital acting as market maker in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e‑5 under the US Exchange Act by virtue of Rule 14e‑5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the Listing Rules, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the US and, if required, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange website at http://www.londonstockexchange.com. While the Tender Offer is being made available to Shareholders in the United States, the right to tender Ordinary Shares is not being made available in any jurisdiction in the United States in which the making of the Tender Offer or the right to tender such Ordinary Shares would not be in compliance with the laws of such jurisdiction.

This document has not been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

The Tender Offer is being made in the United States solely by the Company and no one else. Shareholders tendering from the United States or nominees acting on their behalf should carefully follow the instructions for tenders by US Shareholders set out in paragraph 12 of Part IV (Terms and Conditions of the Tender Offer) of the Circular.

APPENDIX I

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

APPENDIX II

DEFINITIONS

The definitions set out below apply through this announcement, unless the context requires otherwise.