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.
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
Nils O. Kjerstad
Phone: +47 9135 6659
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.