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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
Reference is made to the previous stock exchange announcements made by REC
Silicon ASA (the “Company”) regarding the fully underwritten rights issue of
4,078,000,000 new shares in the Company (the “Offer Shares”) at a subscription
price of NOK 0.2385 per Offer Share (the “Subscription Price”), raising gross
proceeds of NOK 972.6 million (the “Rights Issue”).
The subscription period for the Rights Issue will commence today, 20 March
2026 at 09:00 (CET) and expire on 7 April 2026 at 16:30 (CEST) (the
“Subscription Period”). The Subscription Rights (as defined below) will be
tradable on Euronext Oslo Børs from 20 March 2026 at 09:00 (CET) until 27
March 2026 at 16:30 hours (CET).
Allocation of Subscription Rights:
The shareholders of the Company as of 12 March 2026 (the “Existing
Shareholders”) as registered with Euronext Securities Oslo (VPS) as of 16
March 2026 (the “Record Date”) will be granted transferable subscription
rights (the “Subscription Rights”) in the Rights Issue that, subject to
applicable law, provide preferential rights to subscribe for, and be
allocated, Offer Shares at the Subscription Price.
Each Existing Shareholder will be granted 9.695081 Subscription Rights for
every one (1) share registered as held by such Existing Shareholder as of the
Record Date, rounded down to the nearest whole Subscription Right. Each
Subscription Right will, subject to applicable securities law, give the right
to subscribe for, and be allocated, one (1) Offer Share in the Rights Issue.
Over-subscription will be permitted, but there can be no assurance that Offer
Shares will be allocated for such over-subscriptions. Subscription without
Subscription Rights will not be permitted.
The grant or purchase of Subscription Rights and the subscription of Offer
Shares by persons resident in, or who are citizens of, countries other than
Norway, may be affected by the laws and restrictions of the relevant
jurisdiction. For a further description of certain such restrictions, see
section 14 “Selling and transfer restrictions” of the prospectus prepared by
the Company for the Rights Issue, dated 18 March 2026 (the “Prospectus”).
Subject to regulatory restrictions in certain jurisdictions, the Prospectus is
available at www.arctic.com/offerings. Subscriptions may only be made on the
basis of the Prospectus and the subscription procedures set out therein (see
further information included below).
Subscription Rights:
The Subscription Rights will be tradable on Euronext Oslo Børs under the
ticker code “RECST” from 20 March 2026 at 09:00 (CET) until 27 March 2026 at
16:30 (CET). The Subscription Rights will hence only be tradable during a part
of the Subscription Period.
Subscription Rights that are not used to subscribe for Offer Shares before
expiry of the Subscription Period on 7 April 2026 at 16:30 (CEST) or not sold
before 27 March 2026 at 16:30 (CET) will have no value and will lapse without
compensation to the holder.
The Subscription Rights are expected to have an economic value if the
Company’s shares trade above the Subscription Price during the Subscription
Period. Existing Shareholders who do not use their Subscription Rights will
experience a dilution of their shareholding in the Company.
Subscription procedure:
In order to subscribe for Offer Shares, investors must complete the
subscription form attached to the Prospectus as Appendix A (the “Subscription
Form”) and submit it to the Manager (as defined below) in accordance with the
instructions set out in section 12.10.2 “Subscription procedure” of the
Prospectus.
Subscribers who are Norwegian citizens may subscribe for Offer Shares by
following the link on www.arctic.com/offerings, which will redirect the
subscriber to the VPS online subscription system. In order to use the VPS
online subscription system, the subscriber must have, or obtain, a VPS account
number.
Online subscriptions must be duly registered, and accurately completed
Subscription Forms must be received by the Manager, by 16:30 (CEST) on 7 April
2026.
Please see section 12.10.2 “Subscription procedure” of the Prospectus for
further information. Subscriptions may only be made on the basis of the
Prospectus.
The underwriting:
In connection with the Rights Issue, Anchor AS (the “Underwriter”), the
Company’s largest shareholder, has agreed to guarantee the subscription of the
full amount of Offer Shares to ensure that the Rights Issue is fully
subscribed. An underwriting fee of 7% of the underwriting commitment
(excluding the Underwriter’s own pro rata participation in the Rights Issue
based on allocated Subscription Rights) will be paid to the Underwriter,
payable in the form of new shares in the Company at the Subscription Price.
Any Offer Shares subscribed by subscribers in the Rights Issue will reduce the
underwriting commitment of the Underwriter.
Please see section 12.15 “The Underwriting” of the Prospectus for further
information regarding the terms and conditions of the underwriting.
Delivery and listing of the Offer Shares:
Subject to timely payment, the Company expects that the share capital increase
pertaining to the issuance of Offer Shares in the Rights Issue will be
registered with the Norwegian Register of Business Enterprises on or about 14
April 2026, and that the Offer Shares will be delivered to the VPS accounts of
the subscribers to whom they are allocated on or about the same date. The
Offer Shares are expected to be tradable on Euronext Oslo Børs on or about 14
April 2026.
Advisors:
Arctic Securities AS is acting as manager and bookrunner in connection with
the Rights Issue (the “Manager”). Advokatfirmaet Schjødt AS is acting as legal
advisor to the Company in connection with the Rights Issue.
IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which such
action is barred or prohibited by law. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”). The securities of the Company have not been, and will not
be, registered under the U.S. Securities Act. Any sale in the United States of
the securities mentioned in this communication will be made solely to
“qualified institutional buyers” as defined in Rule 144A under the U.S.
Securities Act. No public offering of the securities will be made in the
United States.
Any offering of the securities referred to in this announcement will be made
by means of the Prospectus for the Rights issue. This announcement is not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a
regulated market, and repealing Directive 2003/71/EC (as amended) as
implemented in any EEA Member State (the “Prospectus Regulation”). Investors
should not subscribe for any securities referred to in this announcement
except on the basis of information contained in the Prospectus for the Rights
Issue. Copies of the Prospectus for the Rights Issue will, following
publication, be available from the website of the Manager for the Rights
Issue.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. In the United
Kingdom, this communication is only addressed to and is only directed at
Qualified Investors who (i) are investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred
to as “Relevant Persons”). These materials are directed only at Relevant
Persons and must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged in only with
Relevant Persons. Persons distributing this communication must satisfy
themselves that it is lawful to do so.
This document is not for publication or distribution in, directly or
indirectly, the United States, Canada, Australia, the Hong Kong Special
Administrative Region Of The People’s Republic Of China or Japan or Any other
jurisdiction in which such release, publication or distribution would be
unlawful, and it does not constitute an offer or invitation to subscribe for
or purchase any securities in such countries or in any other jurisdiction. In
particular, the document and the information contained herein should not be
distributed or otherwise transmitted into the United States or to publications
with a general circulation in the United States of America.
The Manager is acting for the Company in connection with the Rights Issue and
no one else 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 Rights Issue or any transaction or
arrangement referred to in this announcement.
Matters discussed in this announcement may constitute forward-looking
statements. Forward looking statements are statements that are not historical
facts and may be identified by words such as “anticipate”, “believe”,
“continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions.
Although the Company believes that these assumptions were reasonable when
made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict and are beyond its control. Such risks,
uncertainties, contingencies and other important factors could cause actual
events to differ materially from the expectations expressed or implied in this
release by such forward-looking statements. The information, opinions and
forward-looking statements contained in this announcement speak only as at its
date and are subject to change without notice. This announcement is made by
and is the responsibility of, the Company. Neither the Manager nor any of its
respective affiliates makes any representation as to the accuracy or
completeness of this announcement and none of them accepts any responsibility
for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied
upon in substitution for the exercise of independent judgment. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy any
securities or a recommendation to buy or sell any securities of the Company.
No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. Neither the Manager
nor any of its respective affiliates accepts any liability arising from the
use of this announcement.
Contacts
Nils O. Kjerstad
IR Contact
Phone: +47 9135 6659
Email: nils.kjerstad@recsilicon.com
About REC Silicon
REC Silicon is a leading producer of advanced silicon materials, delivering
high-purity silicon gases to the solar and electronics industries worldwide.
We combine over 40 years of experience and proprietary technology with the
needs of our customers. Listed on the Oslo Stock Exchange (ticker: RECSI), the
Company is headquartered in Lysaker, Norway.
For more information, go to: www.recsilicon.com
This information is subject to disclosure under the Norwegian Securities
Trading Act, §5-12. The information was submitted for publication, through the
agency of the contact persons set out above, at 2026-03-20 07:30 CET.
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