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 - April 9, 2019: Reference is made to the stock exchange release
from REC Silicon ASA ("REC" or the "Company") published on April 9, 2019
regarding a contemplated private placement. The Company is pleased to announce
that it has raised approximately NOK 170 million in gross proceeds through a
private placement (the "Private Placement") of 254,381,870 offer shares (the
"Offer Shares"), at a price per share of NOK 0.67 (the "Subscription Price").
The Private Placement took place, and the Subscription Price has been set,
through an accelerated bookbuilding process managed by Sparebank 1 Markets as
sole manager after close of markets on April 9, 2019. The Private Placement was
substantially oversubscribed.
The net proceeds from the Private Placement will be used to strengthen and
contain the Company's liquidity situation until access to the Chinese
polysilicon market is restored. Specifically, the proceeds will be used for (i)
non-recurring restructuring costs of USD 3.7 million to curtail and shut down
Moses Lake FBR production, unless access to the Chinese market is restored, (ii)
settle the remaining payments to the Yulin JV of USD 3.1 million and USD 5.2
million and (iii) for general corporate purposes.
The Offer Shares will be settled with existing and unencumbered shares in the
Company that are already listed on the Oslo Stock Exchange, pursuant to an
agreement between SpareBank 1 Markets AS, the Company and Umoe AS. The shares
delivered to the subscribers will thus be tradable upon delivery, expected May
10, 2019.
Subject to approval by the Company's AGM, Umoe AS has undertaken to use the full
proceeds received from the settlement of the Private Placement to acquire new A-
shares in the Company. All of the new A-shares will be converted into ordinary
shares as soon as practically possible, expected within eight (8) weeks from the
settlement date.
Completion of the Private Placement is subject to approval by the annual general
meeting ("AGM") of the Private Placement, the issue of the new A-shares and a
share capital reduction.
The board of directors of the Company has resolved to propose that the AGM
resolves to authorize the board to carry out a subsequent offering of up to
50,000,000 new shares towards the Company's shareholders as of April 9, 2019 (as
documented by the shareholder register in the Norwegian Central Securities
Depository (VPS) as of the end of April 11, 2019) who were not allocated shares
in the Private Placement or participated in the pre-sounding and who are not
resident in a jurisdiction where such offering would be unlawful or, for
jurisdictions other than Norway, would require any prospectus, filing,
registration or similar action. Such shareholders will be granted non-
transferable preferential rights to subscribe for, and, upon subscription, be
allocated new shares. The subscription price in such subsequent offering will be
the same as the subscription price in the Private Placement.
The waiver of the preferential rights inherent in a private placement is
considered necessary in the interest of time and successful completion. Taking
into consideration the time, costs and expected terms of alternative methods of
the securing the desired funding, as well as the subsequent offering considered,
the board has concluded that the conclusion of the Private Placement on
acceptable terms at this time is in the common interest of the shareholders of
the Company and that the Private Placement complies with the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular
no. 2/2014.
The following primary insiders of the Company have been allocated Offer Shares
in the Private Placement, each such Offer Share allocated at the Subscription
Price:
Umoe AS, was allocated 58,380,639 Offer Shares. After completion of the Private
Placement, Umoe AS will own 583,840,870 shares in the Company, corresponding to
a shareholding of approximately 23% before the subsequent offering and the issue
of new A-shares to Umoe AS, as anticipated above.
For further information, please contact:
James A. May II, Chief Financial Officer
Phone: +1 509 989 1023
Email: james.may@recsilicon.com
Nils O. Kjerstad, IR Contact
Phone: +47 9135 6659
Email: nils.kjerstad@crux.no
About REC Silicon:
REC Silicon is a leading producer of advanced silicon materials, delivering
high-purity polysilicon and silicon gas to the solar and electronics industries
worldwide. We combine over 30 years of experience and proprietary technology
with the needs of our customers, with annual production capacity of more than
20,000 MT of polysilicon from our two US-based manufacturing plants. Listed on
the Oslo Stock Exchange (ticker: REC), the Company is headquartered in Fornebu,
Norway.
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. Theissue, 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 Manager 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. SpareBank 1 Markets AS is 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.