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UNLAWFUL.
Lysaker, 14 October 2020.
REC Silicon ASA (the “Company”) has retained Arctic Securities AS and Pareto
Securities AS (the “Managers”) to advise on and effect a private placement (the
“Private Placement”) of new shares (the “Offer Shares”) raising gross proceeds
of up to NOK 1,000 million. The price per share in the Private Placement has
been set to NOK 10.80 (the “Offer Price”).
The net proceeds from the Private Placement will be used to fund expansion
investments and activities at the Company’s facilities in Butte and Moses Lake
as well as for general corporate purposes. Upon completion of the Private
Placement, the Company will have established an extended liquidity runway which
may enable the Company to prepare for a restart of the Moses Lake plant to be
decided and funded during H2 2021. Such restart is targeted in 2022 on the back
of expected continuation of positive developments currently seen in both the
solar energy and battery markets where the Company believes that it is
positioned to become a leading US provider of silane and polysilicon.
Two cornerstone investors have undertaken to apply for and will be allocated
shares for a minimum of NOK 450 million at the Offer Price as follows: (i) Aker
Capital AS, the Company’s largest shareholder for NOK 300 million in the Private
Placement, and (ii) DNB Asset Management for NOK 150 million in the Private
Placement.
The bookbuilding period for the Private Placement commences today 14 October
2020 at 16:30 CEST and is expected to close on 15 October 2020 at 08:00 CEST.
The Company, after consultation with the Managers, reserves the right to at any
time and in its sole discretion close or extend the bookbuilding period or to
cancel the Private Placement in its entirety and for any reason. If the
bookbuilding is shortened or extended, the other dates referred to herein may be
changed correspondingly.
The Private Placement consists of two separate tranches; one tranche (“Tranche
1”) will comprise up to 27,982,000 Offer Shares, and a second tranche with up to
64,610,592 new shares (“Tranche 2”). The completion of Tranche 1 is subject to
approval by the Company’s board of directors pursuant to an authorization
granted by the Company’s annual general meeting held on 12 May 2020. The
completion of Tranche 2 is subject to the approval by an extraordinary general
meeting in the Company, expected to be held on or about 9 November 2020 (the
“EGM”) to be called for shortly after the conditional allocation in the Private
Placement. The completion of the Private Placement is further conditional upon
the Offer Shares having been fully subscribed, paid and legally issued.
Completion of Tranche 1 is not conditional upon completion of Tranche 2, and
acquisition of Offer Shares under Tranche 1 will remain final and binding and
cannot be revoked or terminated by the respective applicants if Tranche 2 is not
completed.
Allocation of the Offer Shares will be determined by the end of the bookbuilding
process, and the final allocation will be made by the Company’s Board of
Directors at its sole discretion, in consultation with the Managers.
Notification of allocation and payment instructions is expected to be issued by
the Managers to the applicants on or about 15 October 2020. The Company will
announce the final number of Offer Shares placed in the Private Placement in a
stock exchange announcement expected to be published before opening of trading
on the Oslo Stock Exchange tomorrow 15 October 2020.
Settlement of Offer Shares in Tranche 1 is expected to be on or about 19 October
2020 (DVP, T+2) while settlement in Tranche 2 is expected to occur on or about
12 November 2020 following approval by the EGM. The investors who have been
allocated Offer Shares, will receive a pro rata portion of shares from Tranche
1 and Tranche 2 based on their overall allocation in the Private Placement, with
the exception of Aker Capital AS who have agreed that the new shares it is
allocated in the Private Placement will all be allocated in Tranche 2. 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 a share lending
agreement between Arctic Securities AS (on behalf of the Managers), the Company
and Aker Capital AS as lender. The new shares re-delivered to Aker Capital AS in
Tranche 2 will be issued on a separate ISIN and will not be tradable on Oslo
Børs until a listing prospectus has been approved by the Financial Supervisory
Authority of Norway, expected December 2020.
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount have been set to the
NOK equivalent of EUR 100,000. The Company may however, at its sole discretion,
allocate amounts below EUR 100,000 to the extent exemptions from the prospectus
requirements in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.
The Company’s board of directors has considered alternative structures for the
raising of new equity. Following careful considerations, the Company’s board of
directors is of the view that it will be in the mutual interest of the Company
and its shareholders to raise equity through a private placement setting aside
the pre-emptive rights of the shareholders. By structuring the transaction as a
private placement, the Company will be in a position to raise capital in an
efficient manner, with a lower discount to the current trading price and with
significantly lower risks compared to a rights issue. In addition, the Private
Placement is subject to marketing through a pre-sounding process in order to
achieve a market based subscription price.
Subject to successful completion of the Private Placement, the Company’s board
of directors may consider to carry out a subsequent repair offering of new
shares in the Company directed towards existing shareholders in the Company as
of 14 October 2020 (as registered in the VPS 16 October 2020) who were not
allocated Offer Shares in the Private Placement and 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.
Additional information regarding the Private Placement is included in the
attached presentation, which sets out also preliminary third quarter highlights
of the Company.
Arctic Securities AS and Pareto Securities AS are engaged as managers and joint
bookrunners in the Private Placement. Advokatfirmaet Schjødt AS is acting as
legal counsel to the Company in connection with the Private Placement.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers in
connection with the Private Placement.
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 the company:
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 Lysaker,
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.
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to “qualified institutional buyers” as defined in Rule 144A under
the Securities Act.
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. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) 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) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
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.
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 “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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 believe 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 their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company’s ability to attract, retain
and motivate qualified personnel, changes in the Company’s ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
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 Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Kilde
