REC ASA - Terms of the NOK 4.5 billion rights issue

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 29, 2009
Publication of prospectus
 
June 29, 2009
Subscription rights distributed to VPS registered shareholders according to the record date transcript
 
 
Subscription period and trading in subscription rights
 
On or about July 17, 2009
Allocation and announcement of the final result
 
On or about July 21, 2009
Payment
 
On or about July 23, 2009
Listing and commencement  of trading  in 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.