REC ANNOUNCES A CONSENT SOLICITATION IN RELATIO...

NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE CONSENT SOLICITATION IS MADE FOR THE SECURITIES OF A COMPANY OUTSIDE THE UNITED STATES (THE "U.S."). THE CONSENT SOLICITATION IS SUBJECT TO THE DISCLOSURE REQUIREMENTS OF A COUNTRY OTHER THAN THE U.S. THAT ARE DIFFERENT FROM THOSE OF THE U.S.

IT MAY BE DIFFICULT FOR YOU TO ENFORCE YOUR RIGHTS AND ANY CLAIM YOU MAY HAVE ARISING UNDER THE U.S. FEDERAL SECURITIES LAWS, SINCE THE COMPANY IS LOCATED IN A COUNTRY OTHER THAN THE U.S., AND ALL OF ITS OFFICERS AND DIRECTORS ARE RESIDENTS OF A COUNTRY OTHER THAN THE U.S. YOU MAY NOT BE ABLE TO SUE A COMPANY OUTSIDE THE U.S. OR ITS OFFICERS OR DIRECTORS IN A COURT OUTSIDE THE U.S. FOR VIOLATIONS OF THE U.S. SECURITIES LAWS.  IT MAY BE DIFFICULT TO COMPEL A COMPANY OUTSIDE THE U.S. AND ITS AFFILIATES TO SUBJECT THEMSELVES TO A U.S. COURT'S JUDGMENT. YOU SHOULD BE AWARE THAT THE COMPANY MAY PURCHASE SECURITIES OTHERWISE THAN UNDER THE CONSENT SOLICITATION, SUCH AS IN THE OPEN MARKET OR IN PRIVATELY NEGOTIATED PURCHASES.

RENEWABLE ENERGY CORPORATION ASA ANNOUNCES A CONSENT SOLICITATION IN RELATION TO ITS OUTSTANDING EUR 320,000,000 6.50 PER CENT. RENEWABLE ENERGY CORPORATION ASA SUBORDINATED UNSECURED CONVERTIBLE BONDS ISSUE 2009/2014 (ISIN: NO0010543457) 

Sandvika, June 22, 2012:

Overview

Renewable Energy Corporation ASA (the "Company") announced today its invitation to holders (the "Holders") of the outstanding EUR 320,000,000 6.50 per cent. Renewable Energy Corporation ASA Subordinated Unsecured Convertible Bonds Issue 2009/2014 (ISIN: NO0010543457) (the "Bonds") to vote in respect of the Resolution (as defined below) for the purposes of approving certain amendments to the Bonds as part of a wider refinancing (the "Proposal") at a meeting of Holders (the "Meeting"), subject to the terms and conditions set out in the solicitation memorandum (the "Solicitation Memorandum") and the summons to meeting (the "Summons to Meeting") each dated 22 June 2012.

Capitalised terms used but not defined in this announcement have the meanings ascribed to them in the Solicitation Memorandum or the Summons to Meeting.

The Proposal will form one component of the Company's wider refinancing strategy which is aimed at securing the Company's long term industrial position and improving the Company's capital and liquidity position. Each component of the Company's wider refinancing strategy is conditional upon the other components being successfully implemented. Accordingly, the Resolution, if approved by Holders at the Meeting, will be contingent on the following conditions being met (together, the "Conditions"):

• the Company having entered into a Revolving Credit Facility for a new NOK 2,000,000,000 credit facility with DNB Bank ASA and Nordea Bank Norge ASA;  

• the Company having successfully raised minimum net proceeds of NOK 1,250,000,000 from certain existing shareholders and new Norwegian and international investors in an equity private placement (the "Equity Private Placement"); and 

• an extraordinary general meeting of the Company having approved the Equity Private Placement and the amendments to the terms of the Bonds as contemplated by the Proposal.  

If any of the Conditions have not been met by 31 July 2012, then the Resolution passed at the Meeting will automatically become null and void.

Amendments to terms of the Bonds

Under the Proposal the Company is seeking the consent of Holders to certain amendments to the terms of the Bonds (the "Resolution") as summarised in the table below:

Maturity :	Extended to 4 June 2017
Coupon:	6.50% (no change from existing terms - for the avoidance of doubt, interest will continue to be payable on the same basis)
Intercreditor agreement:	A new agreement will be entered into with main terms similar to those of the original 2009 Intercreditor Agreement (which was terminated on 25 May 2010)
New Conversion Price:	NOK 2.7000 per REC share, subject to adjustment as provided for in the Amended and Restated Loan Agreement. The New Conversion Price has been set equal to 80% premium to the subscription price in the Equity Private Placement
Denomination:	The denomination of each Bond will be changed from EUR 50,000 to EUR 1 to facilitate the partial redemption of the Bonds
Partial cash redemption and reduction in principal amount outstanding:	The principal amount and number of Bonds outstanding will be reduced pro-rata by 40.7%, with the result that following such reduction, the principal amount of Bonds outstanding will be reduced from 100% to 59.3% and the number of Bonds outstanding will be reduced from 320,000,000 to 189,760,000. In respect of the 40.7% reduction in principal amount, Holders will receive the following pro-rata: a cash amount of EUR 93,440,000 which is equal to the nominal value of 29.2% of the principal amount of Bonds outstanding; and  accrued and unpaid interest on the entire 40.7% in principal amount which has been written down
New Reference Price:	NOK 2.1103, subject to adjustment as provided for in the Amended and Restated Loan Agreement
New Fixed Rate of Exchange:	EUR 1.00 = NOK 7.4960
Payment of the Voting Fee	The Issuer will pay the Voting Fee (as described below) to each Holder who has participated or been validly represented at the Meeting (whether by voting in favour of or against the Resolution).
Amendment of clause 20.1.3 (cross default)	This clause will be amended so that a cross default will also be required to have a Material Adverse Effect (as defined in the Loan Agreement) in the case of a member of the Group (other than the Company)
Other amendments to the Loan Agreement	These are set out in the Summons to Meeting

Copies of the proposed Amended and Restated Loan Agreement (incorporating the changes set forth in the Resolution) and the proposed Intercreditor Agreement may be obtained from the Loan Trustee and are available for inspection from the Information Agent using the contact details set out at the end of this announcement. Holders should review the terms of each document to ensure they understand the terms of the Bonds.

By approving the Resolution at the Meeting, Holders will also be (until the Proposal has been completed and each of the Conditions has been satisfied) waiving any Event of Default which may have occurred under the Bonds prior to the date of the Meeting.

Voting Fee

If each of the Conditions is satisfied and the Resolution is passed, the Company will pay on 23 July 2012 to each Holder who has participated or been validly represented at the Meeting (whether by voting in favour of or against the Resolution) an amount in cash equal to EUR 0.02 per EUR 1.00 (2.0%) in principal amount of the Bonds which have voted at the meeting (the "Voting Fee"). For the avoidance of doubt, Holders who have not participated or been validly represented at the Meeting will not be eligible to receive the Voting Fee.

Further information on eligibility to receive the Voting Fee and payment of the Voting Fee is set out in the Solicitation Memorandum and Summons to Meeting.

Support from Holders

The Company has been in discussions with certain large Holders and has obtained pre-acceptance of the Proposal from Holders representing approximately 23% of Bonds outstanding.

Meeting of Holders

The Meeting shall take place at the offices of Norsk Tillitsmann ASA at 5^th Floor, Haakon VII's gt 1, 0116 Oslo, Norway on 3 July 2012 at 1:00 p.m. (Oslo time).

Expected timetable

Event		Time and Date
Announcement of the Company's wider refinancing strategy and the Proposal and the Summons to Meeting delivered to VPS for communication to Direct Participants.		22 June 2012
Summons to Meeting to be made available to Holders via the Clearing Systems and Solicitation Memorandum available at the specified office of each of the Solicitation Agents, the Information Agent and the Paying Agent (copies of which are obtainable by Holders, upon request, free of charge).		22 June 2012
Instruction Deadline and Expiration Time: Latest time and date for delivery of valid Electronic Voting Instructions voting in favour of the Proposal to be received by the Clearing Systems.		10.00 a.m. (London time), 29 June 2012
Time and date of the Meeting. Summons to outcome of Meeting to be given to Holders as soon as possible thereafter.		1.00 p.m. (Oslo time), 3 July 2012
If the Resolution is passed at the Meeting:
Extraordinary General Meeting of shareholders of the Issuer to be held.		18 July 2012
Thereafter, if the EGMS Resolution is passed and all other Conditions are satisfied, Amended and Restated Loan Agreement and Intercreditor Agreement to be executed.		19 July 2012
Payment of Voting Fee, subject to the satisfaction of the Conditions and the execution of the Amended and Restated Loan Agreement and Intercreditor Agreement.		23 July 2012

For further information:

A complete description of the Proposal is set out in the Solicitation Memorandum and the Summons to Meeting and the full text of the Resolution is set out in the Summons to Meeting.

Further details on the Proposal and the Resolution can be obtained from:

The Solicitation Agents:

Arctic Securities ASA
P.O. Box 1833 Vita
N-0123 Oslo
Norway
Tel: [phone]
Attention: Per-Håvard Martinsen
Email: [e-mail]

Citigroup Global Markets Limited
Citigroup Centre
Canary Wharf
London E14 5LB
United Kingdom
Tel: [phone]
Attention: Equity Capital Markets / Liability Management Group
Email: [e-mail]

Questions or requests for assistance in connection with voting at the Meeting and/or the delivery of voting instructions through VPS may be directed to:

The Loan Trustee:

Norsk Tillitsmann ASA
P.O. Box 1470 Vika
0116 Oslo
Norway
Tel:  [phone]
Email: [e-mail]

Questions or requests for assistance in connection with voting at the Meeting and/or the delivery of electronic voting instructions submitted or delivered through the Clearing Systems may be directed to:

The Information Agent:

Lucid Issuer Services Limited
Leroy House
436 Essex road
London N1 3QP
United Kingdom
Tel: [phone]
Attention: Paul Kamminga / Yves Theis
Email: [e-mail]

Requests for copies of the Solicitation Memorandum and/or Summons to Meeting may also be directed to the Information Agent using the contact details above.

The Consent Solicitation Document is being sent to U.S. holders pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act") and, accordingly, the Consent Solicitation has not been and will not be registered with the U.S. Securities and Exchange Commission. The Bonds have not been and will not be registered under the Securities Act or the securities law of any state or jurisdiction of the United States.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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Source: Renewable Energy Corporation ASA via Thomson Reuters ONE

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