REC - Sets the proposed terms for the underwrit...
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES.
Sandvika, April 29, 2010. The Board of Directors of Renewable Energy Corporation
ASA ("REC") has set the proposed terms of its fully underwritten rights issue,
to be resolved by the Extraordinary General Meeting today, April 29, 2010:
* The share capital of REC will be increased by NOK 332,384,039 through an
issue of 332,384,039 new shares
* The subscription price will be NOK 12.10 per share (representing a discount
to the theoretical ex-rights price (TERP) of approximately 37.7 percent)
* The rights issue will result in gross proceeds to REC of approximately NOK
4,022 million
* Shareholders registered in REC's shareholder register in the VPS as of May
4, 2010 ("Existing Shareholders") will receive subscription rights, and the
REC share will consequently trade exclusive of the right to receive
subscription rights from and including April 30, 2010 for trades subject to
ordinary T+3 settlement in the VPS
* Existing Shareholders will receive one transferable subscription right for
every two existing shares held. One subscription right will entitle the
holder to subscribe and receive allocation of one new share
* The subscription period will commence on May 6, 2010 and end on May
20, 2010 at 17:30 (Oslo time)
* Trading of subscription rights will commence on May 6, 2010 and end on May
14, 2010 at 17:30 (Oslo time)
The rights issue is, subject to certain terms and conditions, fully underwritten
by REC's shareholders Orkla/Elkem and Folketrygdfondet, as well as by DnB NOR
Markets (a division of DnB NOR Bank ASA), Nordea Bank Norge ASA and
Skandinaviska Enskilda Banken AB (publ). DnB NOR Markets, Nordea Markets and SEB
Enskilda are the joint global coordinators and joint bookrunners for the rights
issue.
The Board of REC has proposed terms of the rights issue announced on March
31, 2010. The rights issue and the terms are subject to approval at the
Extraordinary General Meeting of REC to be held today, April 29, 2010 at
10:00 (Oslo time).
Through the rights issue, the share capital of REC will be increased by
NOK 332,384,039 through an issue of 332,384,039 new shares.
Existing shareholders will be granted subscription rights giving a preferential
right to subscribe for and be allocated new shares in the rights issue.
Each existing shareholder will receive one transferable subscription right for
every two shares held in REC as per the end of trading on April 29, 2010
(as registered in the VPS on May 4, 2010). One subscription right will
entitle the holder to subscribe and receive allocation of one new share.
Over-subscription by holders of subscription rights, as well as subscription
for shares without subscription rights, will be permitted.
The subscription rights will be listed on Oslo Børs with ticker "REC T" and be
tradable from May 6, 2010 to May 14, 2010 at 17:30 (Oslo time).
The subscription period will commence on May 6, 2010 and end on
May 20, 2010 at 17:30 (Oslo time).
Note: Subscription rights not used to subscribed for new shares before May
20, 2010 at 17:30 (Oslo time), or not sold before May 14, 2010 at 17:30
(Oslo time), will lapse without compensation and consequently be of no value.
The subscription price per new share in the rights issue is proposed to be NOK
12.10 per share. In line with current market practice, the subscription
price corresponds to a discount of approximately 37.7 percent to the implied
theoretical ex-rights price (TERP) of NOK19.43 based on REC's closing shareprice
NOK 23.10 on April 28, 2010. Following completion of the rights issue,the share
capital of REC will be NOK 997,152,118, consisting of 997,152,118 shares, each
with a nominal value of NOK 1. The rights issue will result in gross proceeds to
REC of approximately NOK 4,022 million.
In connection with the rights issue, underwriting agreements have been entered
into with Orkla/Elkem, Folketrygdfondet, DnB NOR Markets
(a division of DnB NOR Bank ASA), Nordea Bank Norge ASA and
Skandinaviska Enskilda Banken AB (publ), who on certain conditions
guarantee subscription of all the shares to be offered in the rights issue.
Orkla/Elkem and Folketrygdfondet have through the underwriting
agreement undertaken to subscribe for their respective proportionate
hares of the rights issue on the first day of the subscription period
(representing approximately 44.5% of the total rights issue).
Further details of the terms of the rights issue will be set out in the
prospectus, expected to be released on or about May 6, 2010.
Expected timetable for the rights issue:
*  April 29, 2010: Last day of trading of REC shares inclusive of rights to
participate in the rights issue
* April 30, 2010:Â REC shares trade excluding rights to participate in the
rights issue
* May 4, 2010: Record date for determining the right to receive subscription
rights, at which date the VPS shareholders register for
trades with ordinary settlement in VPS (T+3) will show shareholders
of REC as per the end of trading on April 29, 2010
* May 5, 2010 (on or about):Â Subscription rights distributed to VPS registered
shareholders according to the record date transcript
* May 6, 2010 (on or about): Publication of prospectus
* May 6 to May 20, 2010 at 17:30 (Oslo time): Subscription period
* May 6 to May 14, 2010 at 17:30 (Oslo time): Trading in subscription rights
* May 21, 2010 (on or about):Â Announcement of the preliminary result of the
rights issue
* May 25, 2010 (on or about): Allocation of new shares and distribution of
allocation letters
* May 28, 2010 (on or about): Payment date
* May 31, 2010 (on or about):Â Listing and commencement of trading in the new
shares
Any material changes to this timetable will be announced through the Oslo Børs
information system. All information related to the rights issue will also be
made available on www.recgroup.com/rightsissue
<
http://www.recgroup.com/rightsissue>.
DnB NOR Markets, Nordea Markets and SEB Enskilda are the joint global
coordinators and joint bookrunners for the rights issue. Advokatfirmaet Schjødt
DA and Advokatfirmaet Thommessen AS are acting as legal advisers to REC and the
joint global coordinators and joint bookrunners, respectively. Arctic Securities
ASA is acting as financial adviser to REC in connection with the rights issue.
* See additional important information below.
For more information, please contact;
The Joint Global Coordinators:
DnB NOR Markets, +47 22 94 88 80
Nordea Markets, +47 22 48 50 00
SEB Enskilda, +47 21 00 85 00
REC:
Bjørn Brenna, EVP & CFO, +47 900 43 186
Mikkel Tørud, VP & IRO, +47 976 99 144
For press & media:
Kristin Nordal, Corporate Communications Manager, +47 900 15 550
About REC
REC is a leading vertically integrated player in the solar energy industry. REC
is among the world's largest producers of polysilicon and wafers for solar
applications, and a rapidly growing manufacturer of solar cells and modules. REC
is also engaged in project development activities in selected PV segments.
Founded in Norway, REC is an international solar company, employing more than
3,000 people worldwide. REC had revenues in excess of NOK 9 billion in 2009.
Please visitwww.recgroup.com <
http://www.recgroup.com/> to learn more about REC.
* Important information
This release is not for publication or distribution, in whole or in part
directly or indirectly, in or into Australia, Canada, Hong Kong, Japan or the
United States (including its territories and possessions, any state of the
United States and the District of Columbia). The release does not constitute or
form part of any offer or solicitation to purchase or subscribe for securities
in the United States. 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.
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 Australia, Canada, Hong Kong, Japan or the United
States.
The issue, exercise, purchase or sale of subscription rights and the
subscription or purchase of REC shares are subject to specific legal or
regulatory restrictions in certain jurisdictions. REC assumes no responsibility
in the event there is a violation by any person of such restrictions.
This release is an announcement issued pursuant to legal information
obligations. It is not a prospectus, disclosure document or offering document
and does not purport to be complete. Nothing in this announcement should be
interpreted as a term or condition of the rights issue. Investors should not
subscribe for, purchase, otherwise acquire, sell or otherwise dispose of nil
paid rights, fully paid rights and/or ordinary shares except on the basis of
information in the prospectus to be published by REC in due course in connection
with the rights issue which will contain further information relating to the
company. The prospectus will, following publication, be available on the rights
issue website at www.recgroup.com/rightsissue
<
http://www.recgroup.com/rightsissue>. This announcement does not constitute or
form part of any offer or invitation to sell or issue, or any solicitation of
any offer to acquire any securities offered by any person in any jurisdiction in
which such an offer or solicitation is unlawful.
The distribution of this release and/or the rights issue prospectus into
jurisdictions other than Norway may 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.
DnB NOR Markets, Nordea Markets and SEB Enskilda are acting for REC and no one
else in connection with the rights issue and will not be responsible to anyone
other than REC for providing the protections afforded to their respective
clients or for providing advice in relation to the rights issue and/or any other
matter referred to in this document.
Forward-looking statements:
This release and any materials distributed in connection with this release may
contain certain forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they reflect REC's current
expectations and assumptions as to future events and circumstances that may not
prove accurate. A number of material factors could cause actual results and
developments to differ materially from those expressed or implied by these
forward-looking statements, including the risks and uncertainties to be set out
in the prospectus.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1409796]
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