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Published on 6/22/2012 in the Prospect News PIPE Daily.

New Issue: Renewable Energy plans NOK 1.3 billion placement of shares as part of refinancing

By Susanna Moon

Chicago, June 22 - Renewable Energy Corp. ASA said it plans to raise NOK 1.3 billion in a private placement of shares as part of a refinancing strategy.

The company will issue 866,666,667 shares at NOK 1.50 each, if the placement is approved by shareholders at a meeting on July 18, according to a company press release.

The subscription price was set based on a bookbuilding process conducted by Arctic Securities ASA (coordinator), DNB Markets, a part of DNB Bank ASA, and Nordea Markets, a part of Nordea Bank Norge ASA, as lead managers and bookrunners.

Proceeds will be used for a partial cash redemption of €100 million, including voting fees, of the company's outstanding convertible bonds, investments related to sustaining a leading industry position, strengthening of the balance sheet and general corporate purposes.

The following insiders were allocated new shares in the placement:

• Umoe AS, controlled and represented on the board of directors by the chairman of the board of directors Jens Ulltveit-Moe, was allocated 266,666,666 new shares. Umoe currently holds 59,497,211 shares and will hold 326,163,877 shares after the placement; and

• Canica AS, represented on the board of directors by board member Peter Ruzicka, was allocated 106,666,666 new shares. Canica currently holds no shares.

The placement is also conditioned on a bank refinancing and securing consents to amend the company's €320 million of 6.5% subordinated unsecured convertible bonds due 2014.

Settlement is slated for July 19.

The refinancing strategy is aimed at securing the company's long-term industrial position and improving its capital and liquidity position, the release noted. Each component of the refinancing is conditioned on the other components being implemented.

Renewable said it plans to refinance its bank debt facilities into a new NOK 2 billion bank debt facility due in May 2015.

The company also said it has been in discussions with "certain large holders" and has secured approval to amend the notes from holders of about 23% of the outstanding bonds.

OK to shutter REC unit

In a separate press release, the company said bondholders agreed to terminate REC Wafer Norway AS as a guarantor of three series of its notes at a meeting held Friday.

Consents were needed under the company's 11% bonds due 2014, floating-rate bonds due 2016 and 9¾% bonds due 2018 in order to shut down the subsidiary's operations.

Renewable Energy is a Sandvika, Norway-based company active in the solar energy sector.

Issuer:Renewable Energy Corp. ASA
Issue:Stock
Amount:NOK 1.3 billion
Shares:866,666,667 shares
Price:NOK 1.50
Investors:Umoe AS for 266,666,666 shares and Canica AS for 106,666,666 shares
Pricing date:June 22
Settlement date:July 19

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