AI assistant
REC Silicon — Capital/Financing Update 2010
Mar 31, 2010
3726_rns_2010-03-31_c87146b8-ab50-4d24-93d0-99bc1658336d.html
Capital/Financing Update
Open in viewerOpens in your device viewer
REC replaces existing syndicated credit facilities and issues new equity
Sandvika, March 31, 2010; Renewable Energy Corporation ASA ("REC") replaces
existing syndicated bank credit and guarantee facilities and issues new equity
to strengthen the company's capital structure. The funding requirement to
complete the ongoing investment program is unchanged, however the new financing
will:
* Improve the financial covenants to fit the ongoing investment program
* Better align the installment profile to expected cash flows
* Reduce the number of banks in the syndicated credit facilities
REC's existing credit lines of approximately NOK 15.5 billion will be replaced
by a new, fully underwritten credit and guarantee facilities of NOK 10 billion,
and a NOK 4 billion fully underwritten equity rights issue. The total NOK 14
billion of financing fully reflects REC's funding need to complete the ongoing
investment program.
"REC is in the final stages of a NOK 25 billion investment program that will
enable us to maintain a leading position in the solar industry. It is crucial
for all our stakeholders that we keep the momentum in the ramp-up of new plants
and cost reductions across all business segments. We have now achieved a more
robust and flexible financing structure that provides a solid basis for the
future development of the company," says CEO Ole Enger.
REC has earlier announced that it is likely that certain financial ratios would
fall outside agreed limits under the company's existing credit facilities. The
new facility contains improved financial covenants reflecting the expected cash
flows with comfortable headroom compared with the company's business plan.
"Finding a good financing solution has required the continued backing from both
owners and lenders, and we are very pleased to see that our main shareholders
and our close Nordic banking relations offer strong support in a challenging
market. The existing financing structure proved to be inflexible, and with a new
financing solution secured, the organization can now direct all its attention to
develop REC as a leading supplier of solar energy solutions," says Enger.
The new bank debt structure includes a multicurrency revolving credit facility
of up to NOK 6,675 million and a guarantee facility of up to NOK 3,325 million
(SGD 792 million). This will enable prepayment of the two existing credit
facilities and the existing guarantee facility which in total involve 19 banks.
REC has signed a committed term sheet concerning the new underwritten credit and
guarantee facilities with DnB NOR, Nordea and SEB.
The proposed issuance of new shares will generate gross proceeds of
approximately NOK 4 billion and will be conducted as a fully underwritten rights
issue, in order to ensure equal treatment of REC's more than 30,000
shareholders. The rights issue is, subject to certain conditions, fully
underwritten by REC's main shareholders Orkla, Folketrygdfondet and a bank
syndicate consisting of DnB NOR Markets, Nordea and SEB. DnB NOR Markets, Nordea
Markets and SEB Enskilda have been retained as Joint Global Coordinators and
Joint Bookrunners for the rights issue. Arctic Securities is acting as financial
adviser to the company.
Freely tradable subscription rights will be applied for listing on the Oslo
Stock Exchange. Terms of the rights issue, including the subscription price and
the number of shares to be issued, will be proposed by the Board of Directors
and are expected to be announced on or about April 29, 2010.
REC will call for an extraordinary general meeting ("EGM") to be held on or
about April 29, 2010 to resolve the rights issue. According to the current
timetable, and subject to approval by the EGM, the subscription period for the
rights issue is expected to commence on or about May 6, 2010 and end on or about
May 20, 2010. REC's shares are expected to be traded exclusive of subscription
rights from on or about April 30, 2010.
REC will prepare and publish a prospectus for the rights issue, which will be
subject to approval by the prospectus authority prior to publication.
All dates and other figures with respect to the rights issue included herein
remain tentative and subject to change. Any changes will be announced at the
extraordinary general meeting or through stock exchange announcements.
Analysts and press conference at 9.30 CET
REC will host a press conference and a conference call for questions from
analysts and the media today at 09.30 CET.
Analysts and press can join the press conference and meet REC's management
either at
i) REC's head office ii) via and audiocast or iii) via a conference call.
i) Press conference at REC's head office at Kjørboveien 29, 1337 Sandvika
ii) Audiocast available on www.recgroup.com/new_financing
. A replay of the audiocast will be made
available immediately after the press conference.
iii) Conference call
For the conference call, please make sure to dial in at least 5 minutes ahead of
time to finalize your registration:
Norway free call: 800 80 119
International dial in: +47 23 18 45 01
Immediately after the call, a replay of the analyst conference call will be made
available.
To access replay of the conference call, please dial +47 23 18 45 02 and then
use the following procedure:
Enter account no: 1524 followed by # (pound-sign) and press 1.
Continue by entering conference no: 524 followed by # (pound-sign) and press 1
to play.
Analysts and press conference at 14.00 CET
Another conference call will be hosted today at 14.00 CET.
For the conference call, please make sure to dial in at least 5 minutes ahead of
time to finalize your registration:
Norway free call: 800 80 119
International dial in: +47 23 18 45 01
Immediately after the call, a replay of the analyst conference call will be made
available.
To access replay of the conference call, please dial +47 23 18 45 02 and then
use the following procedure:
Enter account no: 1683 followed by # (pound-sign) and press 1.
Continue by entering conference no: 683 followed by # (pound-sign) and press 1
to play.
For more information, please contact;
Bjørn Brenna, EVP & CFO, +47 900 43 186
Mikkel Tørud, VP & IRO, +47 976 99 144
For press & media:
Kristin Nordal, Corporate Communications Manager, +47 900 15 550
About REC
REC is a leading vertically integrated player in the solar energy industry. REC
is among the world's largest producers of polysilicon and wafers for solar
applications, and a rapidly growing manufacturer of solar cells and modules. REC
is also engaged in project development activities in selected PV segments.
Founded in Norway, REC is an international solar company, employing more than
3,000 people worldwide. REC had revenues in excess of NOK 9 billion in 2009.
Please visitwww.recgroup.com to learn more about REC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES:
This press release does not constitute or form part of an offer or solicitation
to purchase or subscribe for securities in the United States. The securities
referred to herein may not be offered or sold in the United States absent
registration or an exemption from registration as provided in the U.S.
Securities Act of 1933, as amended. 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 the
United States, Australia, Canada, Hong Kong or Japan.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1399538]