REC: Further information on the subsequent offe...
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Sandvika, June 27, 2012. Reference is made to the stock exchange notices of June 22, 2012. The board of directors (the "Board of Directors") of Renewable Energy Corporation ASA ("REC" or the "Company") has after thorough considerations decided to propose to the EGM that the EGM authorizes the Board of Directors to conduct a subsequent offering with gross proceeds of up to NOK 375 million (the "Subsequent Offering"). The increase of NOK 75 million has been accepted by all the investors that participated in the private placement.
The Subsequent Offering will be directed towards existing shareholders of the Company as of June 21, 2012 (as documented by the shareholder register in the VPS as of June 26, 2012), who were not invited to participate in the private placement. Each existing share held as of this date will give the eligible holder a right to subscribe for approximately 0.58 new shares in the Company. The subscription rights will not be tradable. Oversubscription will be allowed.
The subscription price in the Subsequent Offering will be NOK 1.50 per share, and the number of shares offered will hence be 250 million. The subscription period for the Subsequent Offering is expected to commence in August/September 2012. The Subsequent Offering is conditional upon completion of the private placement and hence also on satisfaction of the previously announced conditions for the completion of the private placement.
The Company expects to publish the EGM notice on or about June 29, 2012 and the EGM is expected to be held on or about July 20, 2012.
For further information, please visit www.recgroup.com/refinancing2012 or contact:
Bjørn Brenna, EVP & CFO, phone: +47 90 04 31 86
Mikkel Tørud, VP & IRO, phone: +47 976 99 144
About REC
REC is a leading vertically integrated solar energy company. REC produces polysilicon, wafers, cells and modules for the solar industry, and silicon materials for the electronic industry. REC also engages in project development in selected PV segments. Founded in Norway in 1996, REC employs around 3,200 people globally with revenues of more than EUR 1.7 billion in 2011, approximately USD 2.4 billion. Please visit www.recgroup.com to learn more about
REC.
Important notice
This announcement is not an offer for sale of securities in the United States or any other country in which such offer would be unlawful or would require a prospectus, registration or other measures. The securities referred to herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. REC 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, Canada, Australia, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member State, the "Prospectus Directive"); this communication is only addressed to, and is only directed at, qualified investors in that Member State within the meaning of the Prospectus Directive.
This announcement is only directed at (a) persons who are outside the United Kingdom; or (b) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (c) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (d) persons to whom any invitation or inducement to engage in investment activity can be communicated in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Certain statements included within this announcement and its appendix contain forward-looking information, including, without limitation, those relating to (a) forecasts, projections and estimates, (b) statements of management's plans,
objectives and strategies for REC, such as planned expansions, investments or other projects, (c) costs, capacities or rates, start-up costs, cost reductions and profit objectives, (d) various expectations about future developments in
REC's markets, particularly prices, supply and demand and competition, (e) results of operations, (f) margins, (g) growth rates, (h) risk management, as well as (i) statements preceded by "expected", "scheduled", "targeted",
"planned", "proposed", "intended" or similar statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these forward-looking statements are based on a number of
assumptions and forecasts that, by their nature, involve risk and uncertainty.
Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realized.
No assurance can be given that such expectations will prove to have been correct. REC disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Renewable Energy Corporation ASA via Thomson Reuters ONE
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