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 - April 9, 2019: REC Silicon ASA (the "Company" or
"REC") has retained SpareBank 1 Markets AS (the "Manager") to
advise on and effect an undocumented private placement of new
shares directed towards Norwegian and international investors after
the close of Oslo Stock Exchange today (the "Private
Placement").
In the Private Placement, the Company is offering up to 254,381,870
new shares, representing approximately 9.9% of the outstanding
capital of the Company. The price in the Private Placement will be
determined through an accelerated bookbuilding process. The minimum
application and allocation amount has been set to the NOK
equivalent of EUR 100,000. The Company may however, at its sole
discretion, allocate an amount below EUR 100,000 to the extent
applicable exemptions from the prospectus requirement pursuant to
the Norwegian Securities Trading Act and ancillary regulations are
available.
The bookbuilding period for the Private Placement opens today at
16:30 CET and closes on April 10, 2019 at 08:00 CET. The Manager
and the Company may, however, at any time resolve to close or
extend the bookbuilding period at their sole discretion and on
short notice. The allocation of new shares in the Private Placement
will be determined at the discretion of the Company's board of
directors (the "Board") in consultation with the Manager, on or
about April 10, 2019, subject to any shortening or extension of the
application period.
The net proceeds from the Private Placement will be used to
strengthen and contain the Company's liquidity situation until
access to the Chinese polysilicon market is restored. Specifically,
the proceeds will be used for (i) non-recurring restructuring costs
of USD 3.7 million to curtail and shut down Moses Lake FBR
production, unless China market is restored, (ii) settle the
remaining payments to the Yulin JV of USD 3.1 million and USD 5.2
million and (iii) for general corporate purposes.
The Company has received significant indications from both existing
shareholders and new investors to apply for Offer Shares in the
Private Placement. Further, Umoe AS has pre-committed to subscribe
for approximately NOK 40 million in the Private Placement,
corresponding to Umoe AS' pro-rata share.
The Offer Shares will be settled with existing and unencumbered
shares in the Company that are already listed on the Oslo Stock
Exchange, pursuant to an agreement (the "Agreement") between
SpareBank 1 Markets AS, the Company and Umoe AS. The shares
delivered to the subscribers will thus be tradable upon delivery,
expected May 10, 2019.
Subject to approval by the Company's AGM, Umoe AS has undertaken to
use the full proceeds received from the settlement of the Private
Placement to acquire new A-shares in the Company. All of the new
A-shares will be converted into ordinary shares as soon as
practically possible, expected within eight (8) weeks from the
settlement date. Until such conversion takes place, the new
A-shares will rank pari passu with the other shares in the
Company.
Completion of the Private Placement is subject to (i) approval by
the Company's Board, (ii) approval by the annual general meeting
("AGM") of the Private Placement, the issue of the new A-shares and
a share capital reduction, and (iii) the Company resolving to
consummate the Private Placement and allocate the Offer
Shares.
Subject to successful completion of the Private Placement, the
Board may consider to carry out a subsequent offering of new shares
in the Company directed towards shareholders in the Company as of
April 9, 2019 (as registered in the VPS on April 11, 2019) who were
not allocated Offer Shares in the Private Placement or participated
in the pre-sounding and who are not resident in a jurisdiction
where such offering would be unlawful or, for jurisdictions other
than Norway, would require any prospectus, filing, registration or
similar action. Such shareholders will be granted non-transferable
preferential rights to subscribe for, and, upon subscription, be
allocated new shares. The subscription price in such subsequent
offering will be the same as the subscription price in the Private
Placement.
Additional information regarded the transaction is included in the
attached company presentation. Preliminary first quarter highlights
are included in the presentation.
For further information, please contact:
James A. May II, Chief Financial Officer
Phone: +1 509 989 1023
Email: james.may@recsilicon.com
Nils O. Kjerstad, IR Contact
Phone: +47 9135 6659
Email: nils.kjerstad@crux.no
About REC Silicon:
REC Silicon is a leading producer of advanced silicon materials,
delivering high-purity polysilicon and silicon gas to the solar and
electronics industries worldwide. We combine over 30 years of
experience and proprietary technology with the needs of our
customers, with annual production capacity of more than 20,000 MT
of polysilicon from our two US-based manufacturing plants. Listed
on the Oslo Stock Exchange (ticker: REC), the Company is
headquartered in Fornebu, Norway.
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.
Important information:
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 Manager 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.
SpareBank 1 Markets AS is 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.