NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Sandvika, 14 May 2013: To improve financial position and extend debt maturities, Renewable Energy Company ASA (the "Company") has today mandated Arctic Securities ASA in connection with a repurchase and exchange offer of bonds in the Company's Subordinated Unsecured Convertible Bond Issue 2009/2014 (ISIN: NO 0010543457) (the "Convertible Bond Loan") for a total amount of up to EUR 160 million in principal amount, including interest accrued since the 4 April 2013 interest payment date (the "CB Repurchase Offer").
Each bond unit under the Convertible Bond Loan has a nominal value of EUR 50.000 ("Convertible Bond Unit") and the minimum application for convertible bondholders who wish to tender their Convertible Bond Units under the Exchange Offer is 15 Convertible Bond Units, which equals a minimum application amount of EUR 750.000.
The CB Repurchase Offer will be settled at the following allocation and settlement terms:
(i) Cash payment of up to approximately NOK 780 million (equivalent to approximately 65% of the CB Repurchase Offer) and which equals a minimum application and allocation in the amount of NOK 3,655,000;
(ii) Issuance of REC02 bonds by way of a tap issue at par, plus accrued interest since the 3 May 2013 interest payment date, with a total nominal amount of up to approximately NOK 213 million, (equivalent to approximately 18% of the CB Repurchase Offer) and which equals a minimum application and allocation of REC02 bonds for a nominal amount of NOK 1,000,000;
(iii) Issuance of REC03 bonds by way of a tap issue at par, plus accrued interest since the 3 May 2013 interest payment date, with a total nominal amount of up to NOK 213 million (equivalent to approximately 18% of the CB Repurchase Offer) and which equals a minimum application and allocation of REC 03 bonds for a nominal amount of NOK 1,000,000.
The above figures are based on a EUR:NOK exchange rate of 7.54 as of 14:30 CET, which will be the fixed rate for the CB Repurchase Offer.
In conjunction with the CB Repurchase Offer, the Company's board of directors has, on the condition that the CB Repurchase Offer is completed, resolved to issue up to 200 million new shares in a directed equity issue at a subscription price to be determined through an accelerated bookbuilding exercise (the "Private Placement").
Significant orders in the CB Repurchase Offer have been received from certain holders of Convertible Bond Units. The allocation in the Private Placement will be made at the sole discretion of the Board in consultation with the manager In order to facilitate the CB Repurchase Offer, the Board expects to allocate a significant part of the Private Placement to holders in the Convertible Bond Loan who have tendered bonds under the CB Repurchase Offer, and may also give preferred allocation to existing shareholders.
The acceptance period for the CB Repurchase Offer commences at 15:30 CET on 14 May 2013 and expires at 17:30 CET on 14 May 2013, unless the acceptance period for the CB Repurchase Offer is extended, amended or terminated earlier. The application period for the Private Placement commences at 16:30 CET on 14 May 2013 and expires at 19:00 CET on 14 May 2013, unless the application period for the Private Placement is extended, amended or terminated earlier. The application period will in no event be closed prior to 14 May 2013 at 17:30 hours CET. The minimum application and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000.
The result of the CB Repurchase Offer and the Private Placement will be announced by 09.00 am CET on 15 May 2013. Payment date for the allocated shares in the Private Placement will be on or about 22 May 2013. 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 24 May 2013.
Subject to applicable law and as provided in the CB Repurchase Offer, the Company may, at its sole discretion, extend, re-open, amend, waive any condition of or terminate the CB Repurchase Offer at any time. Details of any such extension, re-opening, amendment or termination will be announced as soon as reasonably practicable after the relevant decision is made.
There shall be no agreement made between the Company and a Bondholder to repurchase tendered Convertible Bond Units until the Company communicates an unconditional completion notice through the Oslo Stock Exchange.
Bondholders who wish more information or wish to accept the CB Repurchase Offer should contact:
Arctic Securities Fixed Income Sales at +47 21 01 32 31
Investors who wish to subscribe in the Private Placement should contact:
Arctic Securities Equity Sales at +47 21 01 31 85
For further information, please contact:
SVP Investor Relations & Business Development, REC
Telephone: +47 976 99 144
This press release does not constitute or form part of an offer or solicitation to sell, 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 any securities in the United States or to conduct a public offering of any securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Japan or the United States.
Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Although the Company has attempted to identify important factors that could cause actual events or results to differ from those described in forward-looking statements contained herein, there can be no assurance that the forward-looking statements will prove to be accurate as actual future events could differ materially from those anticipated in such statements. Except as may be required by applicable law or stock exchange regulation, the Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.
REC is a leading global provider of solar electricity solutions. With nearly two decades of expertise, we offer sustainable, high-performing products, services and investment opportunities for the solar and electronics industries. Together with our partners, we create value by providing solutions that better meet the world's growing electricity needs. Our 2,200 employees worldwide generated revenues of more than NOK 7 billion in 2012, approximately EUR 1 billion or USD 1.3 billion.
To see more of what REC can offer, visit www.recgroup.com
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.