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REC Silicon — Major Shareholding Notification 2010
May 6, 2010
3726_mrq_2010-05-06_4aaa6fd6-3bf3-4392-92a3-3eb5aca4f155.html
Major Shareholding Notification
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Combined disclosure and primary insider notification: internal transfer of the Orkla Group's shares in REC
The Orkla Group's total shareholding in REC accounts
for approximately 39.73% of REC's current share
capital. The shares are owned in part by Orkla ASA
directly, and in part by Elkem AS (a wholly-owned
subsidiary of Orkla ASA). Orkla ASA, which is
represented on REC's Board of Directors, and Elkem AS
have today decided to gather the Orkla Group's
holding of REC shares, which for historical reasons
has been divided between the two companies, in Orkla
ASA. This means that Elkem AS is transferring 155 912
989 shares in REC to Orkla ASA, equivalent to 23.45%
of current share capital. In addition, all of the
subscription rights issued to Elkem AS in connection
with the adopted rights issue in REC, which total 77
956 494 subscription rights, are being transferred to
Orkla ASA. Orkla ASA already owns 108 244 768 shares
in REC, equivalent to 16.28% of current share
capital. In addition, Orkla ASA has been allocated 54
122 384 subscription rights in connection with the
rights issue in REC.
The transfer does not entail any change in the Orkla
Group's aggregate holding of REC shares or
subscription rights. The transfer does not give rise
to any taxable gain, nor does it have any other real
economic consequences for the Orkla Group. The reason
for the transfer is that it is considered practical
to gather ownership in one company.
The shares and subscription rights are being
transferred at market price as of the date of the
agreement, i.e. NOK 17.46 per share and NOK 5.44 per
subscription right.
After this transaction, Orkla ASA holds a total of
264 157 757 shares and 132 078 878 subscription
rights in REC (approximately 39.73% of current share
capital and voting rights). Orkla's shareholding has
thereby exceeded the following disclosure thresholds
prescribed in section 4-2 of the Securities Trading
Act: 20%, 25% and 1/3. After this transaction, Elkem
AS holds no shares or subscription rights in REC.
Elkem has exceeded the following disclosure
thresholds: 20%, 15%, 10% and 5%.
Orkla ASA has been granted a dispensation by the Oslo
Stock Exchange under section 6-2 (3) of the
Securities Trading Act regarding mandatory bids.
The subscription rights referred to above are
warrants issued by REC in connection with the rights
issue approved on 29 April 2010. One subscription
right entitles the holder to subscribe for one new
share in REC. The subscription period will expire on
20 May 2010. Orkla will exercise all of the
subscription rights on the first day of the
subscription period, 6 May 2010.
Orkla ASA,
Oslo, 6 May 2010
Reference:
Rune Helland, SVP Orkla Investor Relations,
Tel.: +4722 544411
Siv Merethe Skorpen Brekke, Orkla Investor Relations,
Tel.: +4722 544455