REC ASA - EUR 320 million Convertible Bond issue completed

Sandvika, October 2, 2009, REC has successfully completed issue of the convertible bond announced earlier today.   REC announces the pricing of its convertible bond of EUR 320 million. REC intends to use the proceeds from the issue for general corporate purposes.   The subordinated unsecured convertible bonds will have an annual coupon of 6.50 percent, payable quarterly in arrear on the specified payment dates and a conversion price of EUR 6.4938 representing a conversion premium of 30 (...)
Sandvika, October 2, 2009, REC has successfully completed issue of the convertible bond announced earlier today.
 
REC announces the pricing of its convertible bond of EUR 320 million. REC intends to use the proceeds from the issue for general corporate purposes.
 
The subordinated unsecured convertible bonds will have an annual coupon of 6.50 percent, payable quarterly in arrear on the specified payment dates and a conversion price of EUR 6.4938 representing a conversion premium of 30 percent over the reference price of EUR 4.9952 (NOK 42.3040). The applicable EUR: NOK exchange rate has been set at 8.4690
 
The Bonds will be issued and redeemed at 100 percent of their principal amount and will, unless previously redeemed, converted or purchased and cancelled, mature on June 4, 2014.
 
REC shall have the right to convert the Bonds into ordinary shares at any time on or after January 4, 2013, provided that the value of the underlying shares on the Oslo Stock Exchange (translated into EUR) on at least twenty trading days within a period of thirty consecutive trading days has exceeded 150 percent of the principal amount of the outstanding Bonds.
 
The Bonds are expected to be settled on or around October 13, 2009. REC may decide to list the Bonds on an exchange at a later stage.
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, JAPAN OR THE UNITED STATES:
 
This press release is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell or issue, or the solicitation of any offer to buy or subscribe for, any securities.  In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require REC to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of this press release and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this press release should inform themselves of and observe any such restrictions.
 
This press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States.  The securities referred to herein (including the Bonds and the shares of REC) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state within the U.S., and may not be offered or sold in the United States, except in a transaction not subject to, or pursuant to an applicable exemption from, the registration requirements of the Securities Act or any state securities laws. This press release and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to United States persons or publications with a general circulation in the United States. No offering of the Bonds is being made in the United States.
 
This press release is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons").  The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on this press release or any of its contents.
 
 
For more information, please contact:
Jon André Løkke, SVP and Investor Relations Officer, +47 907 44 949
 
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. REC Solar is a rapidly growing manufacturer of solar cells and modules, and are also engaging in project development activities in selected segments of the PV market. REC had revenues of NOK 8 191 million and an operating profit of NOK 2 529 million in 2008. Close to 3 000 employees work in REC's worldwide organization. Please also see www.recgroup.com.