NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR SWITZERLAND, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Sandvika, October 4, 2013: Reference is made to prior stock exchange announcements regarding the offering and listing on Oslo Børs, alternatively Oslo Axess, of 40 million shares in REC Solar ASA at a subscription price of NOK 20 per share.
The subscription period for the REC Solar ASA offering commences today and will expire on October 18, 2013 at 16.30 hours (CET).
The offering is directed towards existing shareholders of Renewable Energy Corporation ASA ("REC") as of September 23, 2013, as registered in the Norwegian Central Securities Depository on September 26, 2013 (the "Record Date"), who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the "Eligible Shareholders").
Each Eligible Shareholder has been granted one (1) non-tradable subscription right for every 58 REC shares registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for, and be allocated, one offer share.
The subscription rights are non-tradable. Subscription without subscription rights and over-subscription will not be allowed.
An underwriting syndicate has guaranteed the offering, and the underwriters will be entitled to and obliged to subscribe for all shares not subscribed for by the shareholders in the offering. Subscription rights not used to subscribe for offer shares before the end of the subscription period will lapse without compensation to the holder, and consequently be of no value.
The prospectus and the subscription form is available at www.recgroup.com/offering2013 or www.arcticsec.no or in hard copy by contacting Arctic Securities ASA, Haakon VIIs gate 5, P.O. Box 1833 Vika, N-0123 Oslo, Norway, Tel: +47 21 01 30 40.
The subscription rights can be exercised by duly completing and delivering the subscription form, in accordance with the terms and conditions set out in the prospectus, to the following subscription office:
Arctic Securities ASA
Haakon VIIs gate 5
Postboks 1833 Vika
N-0123 Oslo, Norge
Fax: +47 21 01 31 36
Tel: +47 21 01 30 40
Residents of Norway with a Norwegian personal identification number can subscribe for offer shares online by accessing one of the web pages above.
Arctic Securities ASA is acting as Sole Lead Manager in the offering.
Any questions or requests for assistance concerning the offering should be directed to Arctic Securities ASA. Reference is made to the Prospectus for further information about the offering.
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 a 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 Solar ASA 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 Switzerland, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
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.