FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of May, 2008
(Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.)
Form
20-F ü Form 40-F
_____
(Indicate
by check mark whether the registrant by furnishing the information contained in
this form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934. )
Yes
____No ü
(If
"Yes" is marked, indicate below the file number assigned to registrant in
connection with Rule 12g3-2(b): 82-__________. )
N/A
JA
Solar Holdings Co., Ltd.
Jinglong
Group Industrial Park
Jinglong
Street
Ningjin,
Hebei Province 055550
The
People’s Republic of China
This
Form 6-K consists of:
A
press release made in English by JA Solar Holding Co., Ltd. (the
“Registrant”) on May 20, 2008 regarding the Registrant’s closing of concurrent
offering of $400 million of senior convertible notes and up to 13,125,520
borrowed American depositary shares.
JA
Solar Closes Concurrent Offerings of $400 Million of Senior
Convertible
Notes and Up to 13,125,520 Borrowed American Depositary
Shares
HEBEI,
China, May 20, 2008 -- JA Solar Holdings Co., Ltd. (“JA
Solar”) (NasdaqGM:JASO) today announced the closings on May 19, 2008 of its
public offerings of $400 million aggregate principal amount of senior
convertible notes due 2013 and up to 13,125,520 American depositary shares, or
ADSs, which ADSs were borrowed by affiliates of the joint book-running managers
of the notes offering pursuant to ADS lending agreements with JA Solar. The
notes sold include $50 million aggregate principal amount of notes issued
pursuant to the underwriters' exercise in full of their option to purchase
additional notes.
The
notes will pay interest semi-annually at the annual rate of 4.50%, and mature on
May 15, 2013. Prior to February 15, 2013, the notes will be convertible upon
specified events and, thereafter, at any time, based on an initial conversion
rate of 32.8138 ADSs per $1,000 principal amount of notes, which represents an
initial conversion price of approximately $30.475 per ADS. The initial
conversion rate, and thus the initial conversion price, will be subject to
adjustment under certain circumstances. Upon conversion, JA Solar will have the
right to deliver (i) ADSs or (ii) cash and, if applicable, ADSs. JA Solar
currently intends to satisfy its conversion obligation upon any conversion of
notes by delivering cash, and, if applicable, ADSs.
Holders
of the notes may require JA Solar to repurchase the notes upon certain
fundamental changes. On or after May 15, 2011, JA Solar may redeem all or a
portion of the notes if the closing sale price of its ADSs has been at least
130% of the then applicable conversion price for at least 20 trading days during
any period of 30 consecutive trading days, including the last trading day of
such period, ending on the trading day preceding the date on which JA Solar
provides notice of redemption.
JA
Solar intends to use the net proceeds of the notes offering for the purchase and
construction of manufacturing equipment and facilities, the purchase and
prepayment of raw materials, working capital and other general corporate
purposes.
In
connection with the notes offering, JA Solar has entered into capped call
transactions with financial institutions that are affiliates of the joint
book-running managers of the notes offering (the “counterparties”). Pursuant to
the capped call transactions, JA Solar purchased capped call options from the
counterparties with a strike price equal to the conversion price of the notes
and a cap price of $37.375 per ADS, which is 62.5% higher than the offer price
of the borrowed ADSs initially offered by the concurrent offering. The capped
call transactions are expected to reduce the potential dilution upon conversion
of the notes.
In
connection with hedging the capped call transactions, JA Solar has been advised
by the counterparties that they or their affiliates expect to enter into various
over-the-counter cash settled derivative transactions with respect to the ADSs
concurrently with or shortly after the pricing of the notes and to purchase ADSs
in secondary market transactions shortly after the pricing of the notes. These
activities could have the effect of increasing or preventing a decline in the
price of the ADSs or the notes concurrently with or following the pricing of the
notes. In addition, JA Solar has been advised by the counterparties that they or
their affiliates expect to modify or unwind their hedge positions by purchasing
or selling ADSs in secondary market transactions and/or entering into or
unwinding various derivative transactions prior to maturity of the notes
(including during any conversion period related to the conversion of the notes).
These activities could have the effect of increasing, preventing a decline in or
adversely impacting the price of the ADSs or the notes.
In
connection with the notes offering and the entry into the capped call
transactions, JA Solar entered into ADS lending agreements with affiliates of
the joint-book running managers of the notes offering (the “ADS borrowers”),
pursuant to which JA Solar on May 19, 2008 loaned 13,125,520 ADSs to the ADS
borrowers. Concurrently with the offering of notes, the ADS borrowers sold
borrowed ADSs pursuant to a separate prospectus supplement (the “ADS prospectus
supplement”). 6,590,312 of the borrowed ADSs were sold on May 19, 2008 at $23.00
per ADS and the remaining borrowed ADSs will be subsequently sold at prevailing
market prices at the time of sale or at negotiated prices.
The
ADS borrowers will receive all of the proceeds from the sale of the borrowed
ADSs. JA Solar will not receive any of the proceeds from the sale of the
borrowed ADSs, but received a nominal lending fee for the use of the borrowed
ADSs. The sale of the borrowed ADSs is intended to facilitate privately
negotiated transactions or short sales by which investors in the notes will
hedge their investment in the notes and/or by which the counterparties will
hedge the capped call transactions.
While
the borrowed ADSs will be considered issued and outstanding for corporate law
purposes, JA Solar believes that under U.S. GAAP currently in effect, the
borrowed ADSs will not be considered outstanding for the purpose of computing
and reporting earnings per ADS because the ADSs borrowed pursuant to the ADS
lending agreements are required to be returned to JA Solar by May 15,
2013.
Lehman
Brothers Inc. and Credit Suisse Securities (USA) LLC acted as joint book-running
managers for the notes offering and the ADS offering, and Needham & Company,
LLC and Piper Jaffray & Co. served as co-managers for the notes
offering.
The
concurrent offerings were made under JA Solar’s shelf registration statement
filed with the Securities and Exchange Commission on May 12, 2008. This press
release does not constitute an offer to sell, or the solicitation of an offer to
buy, securities, and does not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
Copies
of the notes prospectus supplement and the ADS prospectus supplement and the
accompanying prospectus may be obtained from Lehman Brothers Inc., c/o
Broadridge Integrated Distribution Services, 1155 Long Island Avenue, Edgewood,
NY 11717, telephone: 1-888-603-5847 / fax: 631-254-7140, or email: qiana.smith@broadridge.com,
or Credit Suisse Securities (USA) LLC,
Attention:
Prospectus Department, One Madison Avenue, New York, NY 10010, telephone:
1-800-221-1037.
Based
in Hebei, China, JA Solar Holdings Co., Ltd. is a manufacturer of
high-performance solar cells and sells its products to solar module
manufacturers who assemble and integrate its solar cells into modules and
systems that convert sunlight into electricity.
NOTE:
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding
the proposed offerings, the use of the net proceeds from the notes offering, the
effect of the capped call transactions and the belief that the borrowed ADSs
will not be considered outstanding for the purpose of computing and reporting
earnings per ADS. These forward-looking statements involve risks and
uncertainties. Factors that could cause actual events to differ materially from
those predicted in such forward-looking statements include market conditions,
potential fluctuations in the price of JA Solar’s ADSs, management’s broad
discretion over the use of the net proceeds of the notes offering, or changes in
U.S. generally accepted accounting principles or in their interpretation.
Certain of these risks and others are detailed from time to time in JA Solar’s
reports filed with the Securities and Exchange Commission, including, but not
limited to, its annual report on Form 20-F for the year ended December 31,
2007.
Contact:
JA
Solar
Victoria
Yuan, IR Director
+86-21-6095-5981
ir@jasolar.com
The
Ruth Group
Tyler
Wilson
+1-646-536-7018
twilson@theruthgroup.com
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the under-signed, thereunto duly
authorized.
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JA
Solar Holdings Co., Ltd.
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By
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/s/ Huaijin
Yang
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Name:
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Huaijin
Yang
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Title:
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Chief
Executive Officer
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Date:
May 20, 2008