Sandvika - July 25, 2013: With reference to our press release of July 18, 2013, the guarantee consortium for the separation of REC Solar from REC Silicon has been expanded to include 19 additional shareholders as sub-underwriters in addition to the six original members of the guarantee syndicate.
All additional underwriters are shareholders of REC as of July 17, and have been allocated the minimum NOK 4 million underwriting commitment as well as additional underwriting based on their subscription and their relative shareholding in REC ASA. All shareholders who subscribed for participation in the syndicate have thus been allocated a portion of the guarantee, and the 19 guarantors will jointly underwrite NOK 200 million of the anticipated NOK 800 million offering in REC Solar. In the July 18 press release, all REC shareholders were invited to participate in the guarantee consortium by registering their commitment with Arctic Securities prior to the close of business July 22.
A prospectus describing REC Solar is being prepared, and will be published prior to the subscription period for the Offering, expected to commence towards the end of September. REC shareholders will be notified of their subscription rights in conjunction with the Offering. REC shareholders will receive the right to subscribe for one new share in REC Solar for each 58 shares they hold in REC at the EGM date and the subscription price will be NOK 20 per share.
The transaction will require bondholder approval, and bondholder meetings will be called as soon as it is practicable.
For additional information, please contact:
Kjell Christian Bjørnsen
EVP & CFO, REC
Telephone: + 47 917 02 097
SVP Investor Relations & Business Development, REC
Telephone: +47 976 99 144
This announcement is not an offer for sale of securities in the United States or any other country in which such offer would be unlawful or would require prospectus, registration or other measures. The securities referred to herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. REC 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, Canada, Australia, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member State, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This announcement is only directed at (a) persons who are outside the United Kingdom; or (b) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (c) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (d) persons to whom any invitation or inducement to engage in investment activity can be communicated in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Certain statements included within this announcement and its appendix contain forward-looking information, including, without limitation, those relating to (a) forecasts, projections and estimates, (b) statements of management's plans, objectives and strategies for REC, such as planned expansions, investments or other projects, (c) costs, capacities or rates, start-up costs, cost reductions and profit objectives, (d) various expectations about future developments in REC's markets, particularly prices, supply and demand and competition, (e) results of operations, (f) margins, (g) growth rates, (h) risk management, as well as (i) statements preceded by "expected", "scheduled", "targeted", "planned", "proposed", "intended" or similar statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these forward-looking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realized. No assurance can be given that such expectations will prove to have been correct. REC disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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 2,300 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 acc. to §5-12 vphl (Norwegian Securities Trading Act)