NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Fornebu, Norway - July 15, 2015: To pro-actively strengthen its financial position, REC Silicon ASA (the "Company" or "REC") has today mandated Arctic Securities AS and Swedbank (the "Managers") in connection with a contemplated private placement of up to 230,000,000 new ordinary shares in the Company (the "Private Placement").
The Private Placement subscription price will be determined through an accelerated bookbuilding exercise, process in the range NOK 1.50 per share to share price at close 15 July 2015, directed towards Norwegian and international institutional investors. The net proceeds from the Private Placement will be used to strengthen the Company's balance sheet and liquidity position as well as for general corporate purposes.
The Managers have received a pre-committed application from the Company's largest shareholder Umoe AS for 60,000,000 shares. Furthermore, the Managers have received a pre-committed applications so that the book is covered at the low end of the range.
Completion of the Private Placement is subject to (i) necessary corporate resolutions being made; and (ii) the shares having been fully paid and legally issued.
The application period for the Private Placement will commence on 15 July 2015 at 16:30 hours CET and close on 16 July 2015 at 08:00 hours CET. The Company reserves the right to at any time and in its sole discretion resolve to close or to extend the application period. The minimum application in the Private Placement will be the NOK equivalent of EUR 100,000.
The allocation of new shares in the Private Placement will be determined at the discretion of the Company's Board of Directors in consultation with the Managers, on or about 16 July 2015, subject to any shortening or extension of the application period.
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 22 July 2015.
In conjunction with the contemplated Private Placement, the Company announces its complete financial results for Q2 2015. For further information on Q2 2015 financial results please see the Companys Q2 2015 presentation.
For further information, please contact:
Phone: +1 509 793 8127
Nils O. Kjerstad
IR Contact Europe
Phone: +47 9135 6659
About REC Silicon
REC Silicon ASA is a leading innovator of advanced silicon materials, supplying to solar and electronics industries worldwide. We utilize 30 years' experience and best-in-class proprietary technology to deliver on customer expectations. Combined, our two U.S. based plants have a 20,000 MT high-purity polysilicon capacity, and nearly 30,000 MT capacity of silicon gas. REC Silicon is headquartered in Moses Lake, Washington and employs approximately 720 people. Listed on the Oslo Stock Exchange under the ticker: REC.
For more information, please visit: www.recsilicon.com
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. 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 Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a
violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Arctic Securities and Swedbank are acting for the Company and no one else in connection with the Private Placement and any subsequent offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and any subsequent offering and/or any other matter referred to in this release.