REC to issue new convertible bond loan and offer partial repurchase of existing convertible bond and bond loans
(Thomson Reuters ONE) -
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Sandvika, August 12, 2013: Renewable Energy Company ASA (the "Company" or "REC
ASA") proposes to improve its debt maturity profile through issuing a new
convertible bond loan maturing in 2018, offer partial repurchase and exchange of
the existing 2014 convertible bond as well as offer partial repurchase of the
2014, 2016 and 2018 bond loans.
REC ASA has mandated Arctic Securities ASA (the "Manager") to explore the
potential issuance of up to USD 110 million (NOK 643 million) in principal
amount of convertible bonds (the "New Convertible Bond Loan") with maturity on
September 13, 2018.
In conjunction with the issue of the New Convertible Bond Loan, REC ASA will
offer to repurchase and exchange bonds in the Company's Subordinated Unsecured
Convertible Bond Issue 2009/2014 (the "Existing Convertible Bond Loan") for a
principal amount of up to EUR 112 million (NOK 876 million), including accrued
interest since the July 4, 2013 interest payment date (the "CB Repurchase and
Exchange Offer").
Separately, REC ASA intends to launch voluntary offers for partial repurchase of
the Company's bond loans REC01 maturing in 2014, REC02 maturing in 2016, and
REC03 maturing in 2018, (jointly the "Bonds") which will be launched on the
condition that the offering in REC Solar ASA is completed as outlined in the
proposal announced on July 18, 2013 (the "Conditional Bond Repurchase Offers").
Following completion of the proposed equity offering in REC Solar ASA of NOK
800 million, the issue of the New Convertible Bond Loan, the CB Repurchase and
Exchange Offer and the Conditional Bond Repurchase Offers, REC ASA will improve
its debt maturity profile, with pro-forma Q2 2013 cash exceeding 2014
repayments, and reduce interest cost considerably. Holders of the Existing
Convertible Bond Loan are offered partial redemption combined with equity
exposure in REC ASA through a significant reduced strike price whilst holders of
the Bonds will be offered a substantial redemption.
A brief presentation summarizing the New Convertible Bond Loan, CB Repurchase
and Exchange Offer and Bond Repurchase Offers has been included as an attachment
to this release
The CB Repurchase and Exchange Offer is independent of the Bond Repurchase
Offers. Hence, the CB Repurchase and Exchange Offer is neither dependent on the
acceptance by senior bondholders and completion of the Bond Repurchase Offers
nor the completion of the contemplated separation of the Company's Silicon and
Solar divisions as described in the Company's press release on July 18, 2013.
New Convertible Bond Loan
The status of the New Convertible Bond Loan will be Senior Unsecured, and rank
pari passu with other Senior Unsecured debt in the company. The strike price
will be NOK 3.60, representing a premium of around 24 percent to the spot price
of NOK 2.91 on August 9, 2013.
The New Convertible Bond Loan will be denominated in USD and have quarterly
coupon payments of 6.5% p.a.
In case of oversubscription of the New Convertible Bond Loan, holders of the
Existing Convertible Bond Loan tendering in the CB Repurchase and Exchange Offer
will receive preferred allocation in the Convertible Bond Issue in accordance
with the amount being issued through the CB Repurchase and Exchange Offer.
Allocation criteria for the remaining amount of the New Convertible Bond Loan
will be based on, inter alia, timeliness of the order and investor quality.
Subscription is possible for investors who currently are not holders of the
Convertible Bond Loan. The minimum subscription amount is USD 200,000.
For additional details please refer to the term sheet for the New Convertible
Bond Loan available at Arctic Securities Fixed Income (see below for contact
details).
CB Repurchase and Exchange Offer
Each bond unit under the Existing Convertible Bond Loan has a nominal value of
EUR 50,000 (each such bond a "Convertible Bond Unit") and the minimum
application for convertible bondholders who wish to tender their Convertible
Bond Units under the CB Repurchase and Exchange Offer is 5 Convertible Bond
Units, which equals a minimum application amount of EUR 250,000.
The CB Repurchase and Exchange Offer for a principal amount of up to EUR 112
million (NOK 876 million) will be settled through a combined cash and exchange
settlement at the following allocation and settlement terms:
(i) Approximately 30 percent of the CB Repurchase and Exchange Offer will
be settled in cash to the accepting Convertible Bondholders, which equals a cash
settlement of up to approximately NOK 263 million;
(ii) Approximately 70 percent of the CB Repurchase and Exchange Offer will
be settled through subscription in the New Convertible Bond Loan.
The above figures are based on a EUR:NOK exchange rate of 7.82, and a USD:NOK
exchange rate of 5.85 as of August 9, 2013, which will be the fixed rate for the
CB Repurchase and Exchange Offer.
The acceptance period for the CB Repurchase and Exchange Offer and the
Convertible Bond Issue commences at 09:00 CET on August 12, 2013 and expires at
16:30 CET on August 15, 2013, unless the acceptance period is extended, amended
or terminated earlier at the sole discretion of the Manager. If the acceptance
period is shortened or extended, the other dates referred to herein may be
amended accordingly.
In case of oversubscription of the CB Repurchase and Exchange Offer, allocation
will be made on a pro-rata basis.
Timeline for the Convertible Bond Issue and the CB Repurchase and Exchange Offer
The result of the CB Repurchase and Exchange Offer and the issue of the New
Convertible Bond Loan will be announced no later than 09.00 am CET on August
16, 2013. The completion of the CB Repurchase and Exchange Offer and the New
Convertible Bond Loan is conditional upon approval by an extraordinary general
meeting which is expected on or about September 6, 2013. A voting undertaking
has been signed by the Company's largest shareholder, UMOE AS (representing
15.5% of the shares), and companies controlled by the board members Øystein
Stray Spetalen (2.9%) and Jan Christian Opsahl (0.6%). In addition, certain
other shareholders, representing 11.9% of the Company, have signed the voting
undertaking. The settlement date for the CB Repurchase and Exchange Offer is
expected on or about September 13, 2013.
Subject to applicable law and as provided in the CB Repurchase and Exchange
Offer and the issue of the New Convertible Bond Loan, the Company may, at its
sole discretion, extend, re-open, amend, waive any condition of or terminate the
CB Repurchase and Exchange Offer and the issue of the New Convertible Bond Loan
at any time. Details of any such changes will be announced as soon as reasonably
practicable. The Company will have no obligation to repurchase tendered
Convertible Bond Units until the Company communicates an unconditional
completion notice through the Oslo Stock Exchange.
Investors who wish more information about the New Convertible Bond Issue and
bondholders who wish more information or wish to accept the CB Repurchase and
Exchange Offer should contact:
Arctic Securities Fixed Income Sales at +47 21 01 30 60
The Conditional Bond Repurchase Offers
The Bond Repurchase Offers will be settled at the following allocation and
settlement terms on the condition that the offering in REC Solar ASA is
completed as outlined in the proposal announced on July 18, 2013:
(i) REC01: Redemption of up to approximately NOK 390 million (equivalent
to approximately 60% of the principal value of REC01), corresponding to a cash
payment of approximately NOK 402 million (equivalent to 103% of par)
(ii) REC02: Cash payment of up to approximately NOK 285 million at par
(equivalent to approximately 40% of the principal value of REC02);
(iii) REC03: Cash payment of up to approximately NOK 365 million at par
(equivalent to approximately 40% of the principal value of REC03).
The minimum application and allocation for each of the Conditional Bond
Repurchase Offers will be in the amount of NOK 500,000 (principal value).
In case of oversubscription, allocation will be made on a pro-rata basis. The
acceptance period for the Bond Repurchase Offers will be for up to 3 trading
days and commence no later than 5 trading days following the first trading day
of REC Solar ASA. The settlement date for the Bond Repurchase Offer will be
shortly after announcement of the results of the Bond Repurchase Offers.
As described in the REC ASA's press release on July 18, 2013, the completion of
the contemplated separation of the Company's Silicon and Solar divisions is
conditional upon approvals by (i) the extraordinary general meeting of the
Company and (ii) the bondholders' meetings in REC01, REC02 and REC03.
Summons to bondholders' meetings in the REC01, REC02 and REC03 bonds is expected
to be distributed on or about August 14, 2013.
For further information, please contact:
Mikkel Tørud,
SVP Investor Relations & Business Development, REC
Telephone: +47 976 99 144
Email: mikkel.torud(at)recgroup.com
****
This press release does not constitute or form part of an offer or solicitation
to sell, 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 any securities in the United States or to conduct a
public offering of any securities in the United States. Copies of this
announcement are not being made and may not be distributed or sent into the
Australia, Canada, Japan or the United States.
Certain statements contained herein that are not statements of historical fact,
may constitute forward-looking statements. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause the
actual results or events concerning the Company to be materially different from
the historical results or from any future results expressed or implied by such
forward-looking statements. Although the Company has attempted to identify
important factors that could cause actual events or results to differ from those
described in forward-looking statements contained herein, there can be no
assurance that the forward-looking statements will prove to be accurate as
actual future events could differ materially from those anticipated in such
statements. Except as may be required by applicable law or stock exchange
regulation, the Company undertakes no obligation to update publicly or release
any revisions to these forward-looking statements to reflect events or
circumstances after the date of this release or to reflect the occurrence of
unanticipated events.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
About REC
REC is a leading global provider of solar electricity solutions. With nearly two
decades of expertise, we offer sustainable, high-performing products, services
and investment opportunities for the solar and electronics industries. Together
with our partners, we create value by providing solutions that better meet the
world's growing electricity needs. Our 2,200 employees worldwide generated
revenues of more than NOK 7 billion in 2012, approximately EUR 1 billion or USD
1.3 billion.
To see more of what REC can offer, visit www.recgroup.com
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Bond Refinancing Presentation:
http://hugin.info/136555/R/1722377/573797.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Renewable Energy Corporation ASA via Thomson Reuters ONE
[HUG#1722377]
Unternehmensinformation / Kurzprofil:
Datum: 12.08.2013 - 08:30 Uhr
Sprache: Deutsch
News-ID 286606
Anzahl Zeichen: 14140
contact information:
Town:
Sandvika
Kategorie:
Business News
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"REC to issue new convertible bond loan and offer partial repurchase of existing convertible bond and bond loans"
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