REC Silicon ASA Strategic Equity Investment by Hanwha Solutions

PVTIME – On November 18, REC Silicon ASA (“REC Silicon” or the “Company”) announced that Aker Horizons Holding AS (“Aker Horizons”), REC Silicon and Hanwha Solutions Corporation (“Hanwha Solutions”) have entered into an agreement pursuant to which REC Silicon shall issue, and Hanwha Solutions shall subscribe for, 48,213,001 new shares (the “New Shares”) in REC Silicon at a subscription price of NOK 20 per share, totalling approximately NOK 964 million in proceeds in a directed share issue (the “Share Issue”). The Share Issue will be implemented based on the existing authorization granted to the board of REC Silicon. Furthermore, Aker Horizons shall sell and Hanwha Solutions shall acquire 21,891,275 existing shares in the Company (the “Share Purchase”) at a price of NOK 20 per share simultaneously with the Share Issue. At completion of the Share Issue and Share Purchase (the “Transactions”), Aker Horizons and Hanwha Solutions will each own approximately 16.67 percent of the shares in REC Silicon.

The Transactions bring together two of the leading producers in different parts of the solar PV value chain. Hanwha Solutions is one of the world’s leading solar PV manufacturers with a total cell manufacturing capacity of 10GW globally. The company provides high-quality solar PV panels to the residential market through their wholly owned brand Q CELLS, which holds a 25 percent market share in the US. The company operates one of the largest solar module factories in the US with an annual production capacity of 1.7GW, corresponding to 12,000 PV modules per day.

The Transactions are expected to strengthen REC Silicon’s financial position and ensure that the Company has the necessary resources to reopen its FBR facility in Moses Lake, Washington, and enable valuable investment opportunities in Butte, Montana. Hanwha Solutions’ strategic investment in REC Silicon represents a step towards establishing a highly efficient, low carbon solar value chain in the US and to ensure that REC Silicon plays an integral role in these efforts. Hanwha Solutions’ knowledge, expertise, and capabilities are expected to enhance REC Silicon’s ability to take advantage of opportunities and developing markets in the solar, semiconductor, and battery industries. A US value chain for solar PV manufacturing will result in the creation of demand for solar grade polysilicon, which the Company expects will result in the restart of the manufacture of high quality, low-cost solar grade granular polysilicon in Moses Lake, Washington during 2023.

Hanwha Solutions’ investment in REC Silicon illustrates their commitment to ensure that the objective of a US based solar value chain is realized. The Solar Energy Manufacturing for America (SEMA) Act currently being considered in the US Congress is aimed specifically at encouraging strategic investments in US manufacturing capabilities. This transaction clearly demonstrates the potential to build solar manufacturing capabilities in the United States quickly and efficiently – which is the primary objective of the proposed SEMA Act. The eventual passage of the legislation will support the parties’ ambitions to establish a comprehensive US solar value chain, from production of polysilicon to fully assembled solar modules.

“I am excited to report this first step in the creation of a low carbon solar value chain in the United States. I expect this development to result in the restart of the Moses Lake FBR polysilicon manufacturing facility. This transaction aligns the interest of two large industrial shareholders and demonstrates their commitment to REC Silicon’s future. The anticipated passage of the SEMA Act represents an essential element in supporting the creation of a profitable and efficient solar value chain in the United States. REC Silicon is now well positioned to take advantage of this opportunity,” said Tore Torvund, CEO.

Hanwha Solutions has expressed a strong desire to be represented with a board member on the Board of Directors of REC Silicon and a general meeting will be called for in order for the Company’s shareholders to consider this proposal. The proposal is supported by Aker Horizons. Furthermore, the chairman of the board of directors Kjell Inge Røkke, is planning to step down and Aker Horizons will propose to the nomination committee that Kristian Monsen Røkke is elected as chairman of the board.

A notice for an extraordinary general meeting will be issued in order for the Company’s shareholders to consider the proposed appointments.

Completion of the transactions is expected to occur early in the first quarter 2022, subject to customary anti-trust filing in the US.

Arctic Securities acted as financial advisor for REC Silicon in the private placement.