REC SILICON ASA - COMPULSORY ACQUISITION OF SHARES
Summary by AI BETAClose X
Reference is made to the stock exchange announcement made by REC Silicon ASA (the "Company") on 8 April 2026 regarding the final results of the rights issue of 4,078,000,000 new shares in the Company (the "Offer Shares") that was fully underwritten by Anchor AS ("Anchor" and the "Rights Issue").
Following delivery of the Offer Shares and the commission shares as consideration for the underwriting, Anchor holds 4,294,883,957 shares, representing approximately 93.13% of the shares and votes in the Company.
The board of directors of Anchor has resolved, effective from after close of trading on the Euronext Oslo Børs today, to carry out a compulsory acquisition of all remaining shares in the Company not owned by Anchor, pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act. As a consequence, Anchor has from such time become the sole owner of the Company.
The offered redemption price under the compulsory acquisition will be NOK 0.240 per share. Anchor has engaged PwC to carry out an independent valuation of the Company. The valuation has resulted in a range, where the midpoint reflects an equity value of the Company of USD 90 million, equal to approximately NOK 0.182 per share. Through the valuation PwC has assessed the value of the Company taking into account, among other things, the Company’s financial position and capital structure, its earnings and cash flow prospects, and trading of comparable listed companies. Anchor has resolved to offer a compulsory acquisition redemption price per share that is higher than the implied value pursuant to the independent valuation by PwC, after taking into account the subscription price of NOK 0.2385 in the Rights Issue and the trading price per share following completion of the Rights Issue.
The Offeror has deposited the total redemption amount for the remaining shares into a designated account in a bank licensed to operate in Norway in accordance with requirement set out in the Norwegian Public Limited Liability Companies Act section 4-25 (5). Settlement of the redemption price is expected to occur as soon as possible and is expected within 24 June 2026.
Any objections to, or rejection of, the offered compulsory acquisition redemption price must be made at the latest by 18 August 2026. Former shareholders of the Company who do not object to, or reject, the offered compulsory acquisition redemption price within this deadline will be deemed to have accepted the compulsory acquisition redemption price. A letter regarding the compulsory acquisition will be sent to all former shareholders subject to the compulsory acquisition whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises.
Following the compulsory acquisition, Anchor will pursue a delisting of the Company's shares from Euronext Oslo Børs. A separate announcement will be made regarding such delisting.
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PwC has relied on information made available for the purposes of the valuation and has not independently verified such information. PwC does not provide any warranty as to the accuracy of such information. No shareholders may rely on the valuation undertaken by PwC, including the conclusions referred to here, and PwC does not accept any responsibility or duty of care related to the valuation.
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