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: Reference is made to the stock
exchange release from REC Silicon ASA ("REC" or the "Company")
published on April 9, 2019 regarding a contemplated private
placement. The Company is pleased to announce that it has raised
approximately NOK 170 million in gross proceeds through a private
placement (the "Private Placement") of 254,381,870 offer shares
(the "Offer Shares"), at a price per share of NOK 0.67 (the
"Subscription Price"). The Private Placement took place, and the
Subscription Price has been set, through an accelerated
bookbuilding process managed by Sparebank 1 Markets as sole manager
after close of markets on April 9, 2019. The Private Placement was
substantially oversubscribed.
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 access to the Chinese 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 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 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.
Completion of the Private Placement is subject to approval by the
annual general meeting ("AGM") of the Private Placement, the issue
of the new A-shares and a share capital reduction.
The board of directors of the Company has resolved to propose that
the AGM resolves to authorize the board to carry out a subsequent
offering of up to 50,000,000 new shares towards the Company's
shareholders as of April 9, 2019 (as documented by the shareholder
register in the Norwegian Central Securities Depository (VPS) as of
the end of April 11, 2019) who were not allocated 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.
The waiver of the preferential rights inherent in a private
placement is considered necessary in the interest of time and
successful completion. Taking into consideration the time, costs
and expected terms of alternative methods of the securing the
desired funding, as well as the subsequent offering considered, the
board has concluded that the conclusion of the Private Placement on
acceptable terms at this time is in the common interest of the
shareholders of the Company and that the Private Placement complies
with the equal treatment obligations under the Norwegian Securities
Trading Act and Oslo Børs' Circular no. 2/2014.
The following primary insiders of the Company have been allocated
Offer Shares in the Private Placement, each such Offer Share
allocated at the Subscription Price:
Umoe AS, was allocated 58,380,639 Offer Shares. After completion of
the Private Placement, Umoe AS will own 583,840,870 shares in the
Company, corresponding to a shareholding of approximately 23%
before the subsequent offering and the issue of new A-shares to
Umoe AS, as anticipated above.
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. Theissue, 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.
