REC Silicon ASA to Strengthen its Financial Position
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
Fornebu, Norway - July 15, 2015: To pro-actively strengthen its financial
position, REC Silicon ASA (the "Company" or "REC") has today mandated Arctic
Securities AS and Swedbank (the "Managers") in connection with a contemplated
private placement of up to 230,000,000 new ordinary shares in the Company (the
"Private Placement").
The Private Placement subscription price will be determined through an
accelerated bookbuilding exercise, process in the range NOK 1.50 per share to
share price at close 15 July 2015, directed towards Norwegian and international
institutional investors. The net proceeds from the Private Placement will be
used to strengthen the Company's balance sheet and liquidity position as well as
for general corporate purposes.
The Managers have received a pre-committed application from the Company's
largest shareholder Umoe AS for 60,000,000 shares. Furthermore, the Managers
have received a pre-committed applications so that the book is covered at the
low end of the range.
Completion of the Private Placement is subject to (i) necessary corporate
resolutions being made; and (ii) the shares having been fully paid and legally
issued.
The application period for the Private Placement will commence on 15 July 2015
at 16:30 hours CET and close on 16 July 2015 at 08:00 hours CET. The Company
reserves the right to at any time and in its sole discretion resolve to close or
to extend the application period. The minimum application in the Private
Placement will be the NOK equivalent of EUR 100,000.
The allocation of new shares in the Private Placement will be determined at the
discretion of the Company's Board of Directors in consultation with the
Managers, on or about 16 July 2015, subject to any shortening or extension of
the application period.
The new shares will be tradable and delivered as soon as the new shares have
been fully paid and the share capital increase has been registered in the
Norwegian Register of Business Enterprises, which is expected to be on or about
22 July 2015.
In conjunction with the contemplated Private Placement, the Company announces
its complete financial results for Q2 2015. For further information on Q2 2015
financial results please see the Companys Q2 2015 presentation.
For further information, please contact:
Chris Bowes
Investor Relations
Phone: +1 509 793 8127
Email: chris.bowes@recsilicon.com
Nils O. Kjerstad
IR Contact Europe
Phone: +47 9135 6659
Email: nils.kjerstad@crux.no
About REC Silicon
REC Silicon ASA is a leading innovator of advanced silicon materials, supplying
to solar and electronics industries worldwide. We utilize 30 years' experience
and best-in-class proprietary technology to deliver on customer expectations.
Combined, our two U.S. based plants have a 20,000 MT high-purity polysilicon
capacity, and nearly 30,000 MT capacity of silicon gas. REC Silicon is
headquartered in Moses Lake, Washington and employs approximately 720 people.
Listed on the Oslo Stock Exchange under the ticker: REC.
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 Managers 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. Arctic Securities and Swedbank are 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.
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