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Fornebu, Norway - April 9, 2019: REC Silicon ASA (the "Company" or "REC") has retained SpareBank 1 Markets AS (the "Manager") to advise on and effect an undocumented private placement of new shares directed towards Norwegian and international investors after the close of Oslo Stock Exchange today (the "Private Placement").
In the Private Placement, the Company is offering up to 254,381,870 new shares, representing approximately 9.9% of the outstanding capital of the Company. The price in the Private Placement will be determined through an accelerated bookbuilding process. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
The bookbuilding period for the Private Placement opens today at 16:30 CET and closes on April 10, 2019 at 08:00 CET. The Manager and the Company may, however, at any time resolve to close or extend the bookbuilding period at their sole discretion and on short notice. The allocation of new shares in the Private Placement will be determined at the discretion of the Company's board of directors (the "Board") in consultation with the Manager, on or about April 10, 2019, subject to any shortening or extension of the application period.
The net proceeds from the Private Placement will be used to strengthen and contain the Company's liquidity situation until access to the Chinese polysilicon market is restored. Specifically, the proceeds will be used for (i) non-recurring restructuring costs of USD 3.7 million to curtail and shut down Moses Lake FBR production, unless China market is restored, (ii) settle the remaining payments to the Yulin JV of USD 3.1 million and USD 5.2 million and (iii) for general corporate purposes.
The Company has received significant indications from both existing shareholders and new investors to apply for Offer Shares in the Private Placement. Further, Umoe AS has pre-committed to subscribe for approximately NOK 40 million in the Private Placement, corresponding to Umoe AS' pro-rata share.
The Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to an agreement (the "Agreement") between SpareBank 1 Markets AS, the Company and Umoe AS. The shares delivered to the subscribers will thus be tradable upon delivery, expected May 10, 2019.
Subject to approval by the Company's AGM, Umoe AS has undertaken to use the full proceeds received from the settlement of the Private Placement to acquire new A-shares in the Company. All of the new A-shares will be converted into ordinary shares as soon as practically possible, expected within eight (8) weeks from the settlement date. Until such conversion takes place, the new A-shares will rank pari passu with the other shares in the Company.
Completion of the Private Placement is subject to (i) approval by the Company's Board, (ii) approval by the annual general meeting ("AGM") of the Private Placement, the issue of the new A-shares and a share capital reduction, and (iii) the Company resolving to consummate the Private Placement and allocate the Offer Shares.
Subject to successful completion of the Private Placement, the Board may consider to carry out a subsequent offering of new shares in the Company directed towards shareholders in the Company as of April 9, 2019 (as registered in the VPS on April 11, 2019) who were not allocated Offer Shares in the Private Placement or participated in the pre-sounding and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. Such shareholders will be granted non-transferable preferential rights to subscribe for, and, upon subscription, be allocated new shares. The subscription price in such subsequent offering will be the same as the subscription price in the Private Placement.
Additional information regarded the transaction is included in the attached company presentation. Preliminary first quarter highlights are included in the presentation.
For further information, please contact:
James A. May II, Chief Financial Officer
Phone: +1 509 989 1023
Email: james.may@recsilicon.com
Nils O. Kjerstad, IR Contact
Phone: +47 9135 6659
Email: nils.kjerstad@crux.no
About REC Silicon:
REC Silicon is a leading producer of advanced silicon materials, delivering high-purity polysilicon and silicon gas to the solar and electronics industries worldwide. We combine over 30 years of experience and proprietary technology with the needs of our customers, with annual production capacity of more than 20,000 MT of polysilicon from our two US-based manufacturing plants. Listed on the Oslo Stock Exchange (ticker: REC), the Company is headquartered in Fornebu, Norway.
For more information, please visit: www.recsilicon.com
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Important information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. SpareBank 1 Markets AS is acting for the Company and no one else in connection with the Private Placement and any subsequent offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and any subsequent offering and/or any other matter referred to in this release.
Fornebu, Norway - April 9, 2019: REC Silicon ASA (the "Company" or "REC") has retained SpareBank 1 Markets AS (the "Manager") to advise on and effect an undocumented private placement of new shares directed towards Norwegian and international investors after the close of Oslo Stock Exchange today (the "Private Placement").
In the Private Placement, the Company is offering up to 254,381,870 new shares, representing approximately 9.9% of the outstanding capital of the Company. The price in the Private Placement will be determined through an accelerated bookbuilding process. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
The bookbuilding period for the Private Placement opens today at 16:30 CET and closes on April 10, 2019 at 08:00 CET. The Manager and the Company may, however, at any time resolve to close or extend the bookbuilding period at their sole discretion and on short notice. The allocation of new shares in the Private Placement will be determined at the discretion of the Company's board of directors (the "Board") in consultation with the Manager, on or about April 10, 2019, subject to any shortening or extension of the application period.
The net proceeds from the Private Placement will be used to strengthen and contain the Company's liquidity situation until access to the Chinese polysilicon market is restored. Specifically, the proceeds will be used for (i) non-recurring restructuring costs of USD 3.7 million to curtail and shut down Moses Lake FBR production, unless China market is restored, (ii) settle the remaining payments to the Yulin JV of USD 3.1 million and USD 5.2 million and (iii) for general corporate purposes.
The Company has received significant indications from both existing shareholders and new investors to apply for Offer Shares in the Private Placement. Further, Umoe AS has pre-committed to subscribe for approximately NOK 40 million in the Private Placement, corresponding to Umoe AS' pro-rata share.
The Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to an agreement (the "Agreement") between SpareBank 1 Markets AS, the Company and Umoe AS. The shares delivered to the subscribers will thus be tradable upon delivery, expected May 10, 2019.
Subject to approval by the Company's AGM, Umoe AS has undertaken to use the full proceeds received from the settlement of the Private Placement to acquire new A-shares in the Company. All of the new A-shares will be converted into ordinary shares as soon as practically possible, expected within eight (8) weeks from the settlement date. Until such conversion takes place, the new A-shares will rank pari passu with the other shares in the Company.
Completion of the Private Placement is subject to (i) approval by the Company's Board, (ii) approval by the annual general meeting ("AGM") of the Private Placement, the issue of the new A-shares and a share capital reduction, and (iii) the Company resolving to consummate the Private Placement and allocate the Offer Shares.
Subject to successful completion of the Private Placement, the Board may consider to carry out a subsequent offering of new shares in the Company directed towards shareholders in the Company as of April 9, 2019 (as registered in the VPS on April 11, 2019) who were not allocated Offer Shares in the Private Placement or participated in the pre-sounding and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. Such shareholders will be granted non-transferable preferential rights to subscribe for, and, upon subscription, be allocated new shares. The subscription price in such subsequent offering will be the same as the subscription price in the Private Placement.
Additional information regarded the transaction is included in the attached company presentation. Preliminary first quarter highlights are included in the presentation.
For further information, please contact:
James A. May II, Chief Financial Officer
Phone: +1 509 989 1023
Email: james.may@recsilicon.com
Nils O. Kjerstad, IR Contact
Phone: +47 9135 6659
Email: nils.kjerstad@crux.no
About REC Silicon:
REC Silicon is a leading producer of advanced silicon materials, delivering high-purity polysilicon and silicon gas to the solar and electronics industries worldwide. We combine over 30 years of experience and proprietary technology with the needs of our customers, with annual production capacity of more than 20,000 MT of polysilicon from our two US-based manufacturing plants. Listed on the Oslo Stock Exchange (ticker: REC), the Company is headquartered in Fornebu, Norway.
For more information, please visit: www.recsilicon.com
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Important information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. SpareBank 1 Markets AS is acting for the Company and no one else in connection with the Private Placement and any subsequent offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and any subsequent offering and/or any other matter referred to in this release.
