REC ASA - Terms of the NOK 4.5 billion rights i...
Sandvika, June 22, 2009. REC has today set the terms of its NOK 4.5
billion fully underwritten rights issue, as resolved by the
Extraordinary General Meeting on June 5, 2009:
* The share capital of REC will be increased by NOK 170,453,354
through an issue of 170,453,354 new shares.
* Shareholders in REC as of end of trading June 22, 2009 will
receive 1 transferable subscription right for every 2.9 existing
shares held. 1 subscription right entitles the holder to
subscribe and receive allocation of 1 new share.
* The subscription period shall commence on June 29, 2009 and end
on July 13, 2009 at 17:30 (CET).
* The subscription price will be NOK 26.50 per share (this
represents a discount to TERP of approximately 43 percent).
* The rights issue is fully underwritten by REC's main
shareholders, Orkla/Elkem and Hafslund, and other large
shareholders, as well as by DnB NOR Markets, ABN AMRO Bank N.V.,
BNP PARIBAS and Nordea Markets.
The Extraordinary General Meeting of REC on June 5, 2009 resolved a
share capital increase in the form of a rights issue. REC has today
determined the terms of the rights issue.
In the rights issue, the share capital of REC will be increased by
NOK 170,453,354 through an issue of 170,453,354 new shares. The
existing shareholders in REC, as per the end of trading June 22, 2009
(recorded in the VPS on June 25, 2009), will receive 1 transferable
subscription right for every 2.9 shares held in REC as per the end of
June 22, 2009. 1 subscription right will entitle the holder to
subscribe and receive allocation of 1 new share. The subscription
rights will be tradable and listed on Oslo Børs with ticker "REC T".
Any subscription right not used or sold during the subscription
period will lapse and cease to carry any value.
The subscription price per new share in the rights issue is NOK 26.50
per share. In line with current market practice, the subscription
price corresponds to a discount of approximately 43 percent to the
theoretical ex-rights price of NOK 46.21 based on REC's closing share
price on June 22, 2009. Following completion of the rights issue, the
share capital of REC will be NOK 664,768,079, consisting of
664,768,079 shares, each with a nominal value of NOK 1. The rights
issue will result in gross proceeds to REC of NOK 4.517 billion.
The rights issue is fully underwritten. A consortium consisting of
REC's main shareholders Orkla/Elkem and Hafslund, and other large
shareholders including Folketrygdfondet, have entered into an
underwriting agreement and thereby committed to subscribe for their
respective proportions (covering approximately 60% of the total
equity offering), on the first day of the subscription period (i.e.
29 June 2009).
The remaining portion of the rights offering is underwritten by a
bank syndicate, consisting of DnB NOR Markets (acting as Global
Coordinator and Joint Bookrunner), ABN AMRO Bank N.V., BNP PARIBAS
and Nordea Markets (acting as Joint Lead Managers and Joint
Bookrunners).
Over-subscription by holders of subscription rights and subscription
for shares without subscription rights is permitted. Further details
of the terms of the rights issue will be described in the prospectus
to be released on or about 29 June, 2009.
Expected timetable for the rights issue:
+-------------------------------------------------------------------+
| June 23, 2009 | REC shares trade excluding rights to |
| | participate in the rights issue |
| | |
|---------------------+---------------------------------------------|
| June 25, 2009 | Record date for determining the right to |
| | receive subscription rights, at which date |
| | the VPS shareholders register will show |
| | shareholders of the Company as per the end |
| | of trading June 22, 2009 |
| | |
|---------------------+---------------------------------------------|
| On or about June | Publication of prospectus |
| 29, 2009 | |
|---------------------+---------------------------------------------|
| June 29, 2009 | Subscription rights distributed to VPS |
| | registered shareholders according to the |
| | record date transcript |
| | |
|---------------------+---------------------------------------------|
| June 29 to July 13, | Subscription period and trading in |
| 2009 at 17:30 CET | subscription rights |
| | |
|---------------------+---------------------------------------------|
| On or about July | Allocation and announcement of the final |
| 17, 2009 | result |
| | |
|---------------------+---------------------------------------------|
| On or about July | Payment |
| 21, 2009 | |
|---------------------+---------------------------------------------|
| On or about July | Listing and commencement of trading in |
| 23, 2009 | the new shares issued |
| | |
+-------------------------------------------------------------------+
Any changes to this timetable will be announced through the Oslo Børs
information system.
All information related to the rights issue will be made available on
www.recgroup.com/rightsissue
For more information, please contact;
Jon André Løkke, SVP & Investor Relation Officer, +47 907 44 949
For more information on the transaction, please contact;
DnB NOR Markets, +47 22 94 88 80
About REC
REC is the leading vertically integrated player in the solar energy
industry. REC Silicon and REC Wafer are among the world's largest
producers of polysilicon and wafers for solar applications, and REC
Solar is a rapidly growing manufacturer of solar cells and modules.
REC Group had revenues of NOK 8,191 million and an operating profit
of NOK 2,529 million in 2008. About 2,500 employees work in REC's
worldwide organization. Please also see www.recgroup.com.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE
UNITED STATES:
This press release does not constitute or form part of an offer or
solicitation to purchase or subscribe for securities in the United
States. The securities referred to herein may not be offered or sold
in the United States absent registration or an exemption from
registration as provided in the U.S. Securities Act of 1933, as
amended. 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 the United States, Australia, Canada, Hong Kong or Japan.
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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