The Financial Supervisory Authority of Norway has approved the prospectus (the "Prospectus") for the New Shares and the Offer Shares on July 27, 2012. Following the Private Placement, an increase in the share capital by NOK 866,666,667, equivalent to 866,666,667 shares, is expected to be registered with the Norwegian Register of Business Enterprises on or about July 31, 2012. The New Shares will automatically be listed on Oslo Børs at the time of such registration. Following the registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have an issued share capital of NOK 1,863,818,785, divided into 1,863,818,785 shares, each with a nominal value of NOK 1.00.
The Subsequent Offering will be directed towards existing shareholders of the Company as of July 3, 2012, as registered in the Norwegian Central Securities Depository (the "VPS") on July 6, 2012 (the "Record Date"), who were not invited to participate 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 (the "Eligible Shareholders"). Each Eligible Shareholder will be granted 0.6295 non-tradable subscription rights for each share registered as held by such Eligible Shareholder as of the Record Date rounded down to the nearest whole Subscription Right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for, and be allocated, one Offer Share.
Over-subscription is permitted for Eligible Shareholders. In the event not all issued subscription rights are exercised, over-subscribing Eligible Shareholders will be allocated additional Offer Shares proportionally to the number of subscription rights they have exercised. Subscription without subscription rights will not be allowed. Subscription rights not used to subscribe for Offer Shares before the end of the subscription period will lapse without compensation to the holder, and consequently be of no value.
The subscription period for the Subsequent Offering commences August 20, 2012 and expires at 16:30 hours (CET) on September 3, 2012. The subscription price per Offer Share is NOK 1.50, equal to the subscription price in the Private Placement.
The Prospectus and subscription form for the Subsequent Offering is available at www.recgroup.com/subsequentoffering2012, www.arcticsec.no, www.dnb.no/emisjoner or www.nordea.no/rec or in hard copy by contacting Arctic Securities ASA, Haakon VIIs gate 5, P.O. Box 1833 Vika, N-0123 Oslo, Norway, Tel: +47 21 01 30 40.
An information letter that includes information about where the Prospectus and the subscription form will be available, the number of subscription rights allocated to the Eligible Shareholder and certain other matters relating to the shareholding will be distributed to all Eligible Shareholders on or about August 13, 2012.
The subscription rights can be exercised by duly completing and delivering the subscription form, in accordance with the terms and conditions set out in the Prospectus, to one of the following subscription offices:
Arctic Securities ASA
Haakon VIIs gate 5
P.O. Box 1833 Vika
N-0123 Oslo, Norway
Fax: +47 21 01 31 36
Tel: +47 21 01 30 40
DNB Markets
Registrars Department
Stranden 21
N-0021 Oslo, Norway
Fax: +47 22 48 29 80
Tel: +47 23 26 81 01
Nordea Bank Norge ASA
Securities Services – Issuer Services
P.O. Box 1166 Sentrum
N-0107 Oslo, Norway
Fax: +47 22 48 63 49
Tel: +47 22 48 62 62
Norwegian citizens can subscribe online by accessing one of the web pages above.
Any questions or requests for assistance concerning the Subsequent Offering should be directed to one of the subscription offices mentioned above.
Arctic Securities ASA (Coordinator), DNB Markets, a part of DNB Bank ASA and Nordea Markets, a part of Nordea Bank Norge ASA, are acting as joint lead managers and bookrunners for the Private Placement and Subsequent Offering.
For further information about the Private Placement and the Subsequent Offering, reference is made to the Prospectus.
