REC on the verge of closing Moses Lake, WA solar-silicon facility

REC Silicon is thought to be very close to announcing the complete shutdown of its Moses Lake, WA solar-grade polysilicon plant at the end of September. The company already layed off about 40% of the works at the plant at the beginning of July and reduced its production at Moses Lake to approximately 25% of total production capacity.

REC blames the dispute between China and the US that resulted in Chinese imposes a stiff duty on US solar-grade polysilicon exports; REC has not had access to the Chinese solar-grade polysilicon market since 2014.

washington’s two Senators and three House members wrote President Trump last week asking him to negotiate an end to the stalemate. However, the likelihood is dim at best.

REC Silicon invested $1.7-billion to construct the solar-grade polysilicon production facility in Moses Lake, Washington in 2010.

According to the company its fluid bed reactor (FBR) production facility in Moses Lake produces the lowest unsubsidized cost solar polysilicon in the world. dedicated workers.

REC Silicon’s markets for semiconductor-grade polysilicon and silicon gas products have not been impacted by the solar trade dispute and the company’s operations in Butte, MT, will continue to support these markets.

The Member of Congress letter to President Trump:

092118-rec-polysilicon-letter-september-follow-up-final

Afarak’s minority shareholders hold door open for settlement offer

The minority shareholders of Afarak seem to be signaling that they would agree to LNS (formerly Kermas) bid to take the company private but not at the price offered—E0.90 to E1.15 per share. The Finnish authorities mandated a price of E2.50 per share. Also, the question remains on whether Danko Koncar is still liable for the fine of E40-million if Afarak goes private.

New South African Mining Charter to be released next week focusing on growth

The South African government will release its new mining charter next seek with emphasis on growing the economy. “This will revitalize the mining industry and provide certainty to investors while charting a sustainable path towards transformation and inclusive industry,” South African President Cyril Ramaphosa said. Ramaphosa wants to boost exports and make the mining industry more competitive and will be reviewing parastatal costs, i.e., electricity (Eskom), and port and rail (Spoornet and Transnet).

Winners and losers against the US dollar this week

The winners and losers against the US dollar this week were:

WINNERS: South African rand, +3.13%; Russian ruble, +2.18%; Australian dollar, +1.92%; Euro, +1.09%; Canadian dollar, +0.87%; Mexican peso, +0.31%; Chinese yuan, +0.20%; and UK pound, +0.09%.

LOSERS: Japanese yen, -0.47%; and Indian rupee, -0.19%.

No everyone is happy about KCC’s purchase of Momentive

KCC’s plan to buy Momentive hasn’t been met with much optimism in the financial community.  Standard & Poor’s Global Ratings recently put KCC on CreditWatch with negative implications, citing a possible deterioration in key credit measures related with the acquisition of Momentive. The action followed Moody’s Investors Services putting KCC under review for a possible downgrade.

“We expect KCC to pay around $1.35-billion of the total, giving it a post-deal 45%, according to S&P analyst Shawn Park. “If the company funds all its portion with debt, its adjusted debt leverage could increase 2.8 times from that as of the end of 2017.”Moody’s analyst Sean Hwang also pointed out that KCC could be highly indebted due to the acquisition. “While KCC has not yet disclosed the specifics of the deal, Moody’s expects the transaction will require sizeable debt financing by a special purpose vehicle created by the KCC consortium,” Hwang said.

While giving KCC a worldwide footprint, the acquisition also increases its exposure to the highly competitive and cyclical silicones business.

Another shutdown at PCCBakke’s silicon metal smelter

There was another production problem at PCCBakke’s silicon smelter in Iceland which forced its furnace to close. It is not known how long the shutdown will be.

New streamline procedures to appeal 232 actions on steel and aluminum

The US Dept. of Commerce announced measure to streamline its Section 232 product exclusion requests. Exclusion requesters now will have seven days from the opening of the rebuttal period to submit rebuttals. Objectors to exclusion requests will then have a seven-day surrebuttal period to post responses, which will be opened once rebuttals are posted by the Department and the case file is reopened.

To further assist industry moving through the process, the Department of Commerce is also cataloging the Objection, Rebuttal, and Surrebuttal Identification Number associated with each Exclusion Request. The Aluminum Rebuttal & Surrebuttal Finder and the Steel Rebuttal & Surrebuttal Finder will be uploaded each day at www.commerce.gov/232. Additional details on the exclusion request process can be found on regulations.gov.

Blowback on EC’s decision to eliminate duties on imports of Chinese PV modules and cells

The EC’s decision to abolish duties on imports on imports of Chinese photovoltaic modules and cells without opening an expiry review on the existing antidumping and antisubsidy measures has triggered a strong rebuke from AEGIS Europe, a group of 30 European industrial associations. AEGIS fells that it sets an “extremely dangerous” precedent to a final decision without any expiry reviews.

 

Attached is the AEGIS letter:

solar_panels letter to Commissioner Malmström

Vametco strike ends; allocation may continue

Workers returned to the job for the night shift today at Bushveld Minerals’ Vametco FeV operations in Brits, South Africa. The strike began on Sept. 5 with workers saying they had not received settlement payments that were agreed to in May to resolve another labor dispute.

Bushveld declared force majeure on FeV and Nitrovan shipments from Vametco on Sept. 19, according to a source at a US steel mill. A Bushveld employee told intherightvein.com that no executives would be available before Sept. 25 to comment on whether the force majeure would remain in effect.

Customers reportedly were told they would receive allocated quantities in October but the outlook for November was uncertain. While the US imports virtually no FeV from South Africa because of the high duties, nitrovan is not subject to an onerous duty. So far this year, the US has imported 2-million lb of Nitrovan.

One US mill buyer said he was seeking to buy Chinese Nitrovan with little success. It is possible to add nitrogen to FeV at the mill but the process is inefficient and technically tricky. Vametco produced 2,649 mt of FeV and Nitrovan in 2017 and upped its capacity to 3,750 mtpy earlier this year.

Afarak’s official privatization bid

Afarak Group has received a request on the 21stSeptember 2018 from shareholder LNS Ltd (formerly known with the name Kermas Resources Ltd), representing over 10 % of shares and voting rights, to convene an extraordinary meeting of shareholders.

The content of the request is:

“The presenter of the request, who at the time of the request owns more than one-tenth of all shares of Afarak Group Plc (hereinafter “Afarak”) is putting forward a request to the Board of Directors of Afarak, pursuant to Chapter 5 Paragraph 4 of the Limited Liability Companies Act, to convene without delay and Extraordinary General Meeting of Afarak to address the following issue:

Authorising the Board of Directors to decide on the repurchase of Afarak’s own shares

LNS proposes that Afarak’s Extraordinary General Meeting would resolve to authorise the Board of Directors of Afarak (“Board”) to plan, decide and to execute the swap of Afarak’s shares by a voluntary takeover bid to be made by Afarak to Afarak’s shareholders in accordance with the Finnish Securities Markets Act (“Takeover Bid”) as proposed below.

Background of the proposal

In LNS’s view, there is not enough liquidity in the Helsinki and London  Stock Exchanges to allow larger shareholders to exit, hence LNS proposes that Afarak’s Extraordinary General Meeting would resolve to authorise the Board to plan, decide and to execute the Takeover Bid in order to create a window of opportunity to those shareholders who would like to exit from Afarak.

After the execution of the Takeover Bid Afarak Group would have only those shareholders remaining who either have decided to continue as current shareholders in Afarak or who alternatively have decided to transfer to be new shareholders in Afarak Holdings Ltd.

LNS’s view is that after the execution of the Takeover Bid Afarak Group would be in a better position due to the fact that the remaining shareholders would be committed and interested in the long-term development of Afarak Group. Currently some shareholders of the Company have had difficulties to find common understanding in various issues involving the Company, and in the long run the Company’s businesses might suffer because of this.

LNS also believes that the current share price in the market is at least partially based on factors that are not directly related to the Company’s business performance, but nevertheless suggests to use it as a basis for the Takeover Bid. Therefore in LNS’s justified view, the reasonable price offered per share to the shareholders in the potential Takeover Bid would be at least EUR 0.90 per share and not more than EUR 1.15 per share.

The  cash consideration in the Takeover Bid of at least EUR 0.90 per share and not more than EUR 1.15 per share corresponds  to  a  premium  of approximately 15.4 percent  to  the  closing price  of the  shares of Afarak (EUR 0.78) on Nasdaq Helsinki on 18 September 2018.

Alternatively, Afarak would be able to pay the consideration in securities i.e. shares of Afarak Holdings Ltd owned by Afarak; with an exchange ratio of 1:1 in such a way that against one (1) Afarak share the consideration would be one (1) existing share in Afarak Holdings Ltd currently owned by Afarak.

In order to ensure equal treatment of Afarak’s shareholders, the Takeover Bid should naturally be directed to all of the shareholders of Afarak.

In the event of the General Meeting’s decision in accordance with the this proposal, Afarak would have to, inter alia, draw up a prospectus in accordance with the Finnish Securities Markets Act and have it approved by the Financial Supervisory Authority in order to carry out the Takeover Bid. The prospectus for the Takeover Bid would contain, inter alia, the detailed terms of the Takeover Bid and instructions to shareholders, in accordance with which the shareholders could, if they so wished, offer their Shares to Afarak for acquisition.

LNS states its support to proposal and additionally state that  it undertakes to use its right to offer its shares for acquisition by Afarak in the possible Takeover Bid in such a way that against one (1) Afarak share the consideration shall be one (1) existing share in Afarak Holdings Ltd. The willingness expressed and support given by LNS naturally significantly reduces the amount of funds required for the potential acquisition of the shares in the possible Takeover Bid.

Proposal for a conditional authorisation given to the Board of Directors

LNS proposes that the Afarak Group Plc’s General Meeting would decide to conditionally authorise Afarak Group Plc’s Board to acquire Afarak Group Plc’s shares as follows:

Content of the authorisation

The Board of Directors of Afarak Group Plc (“Afarak”) is authorised to decide on the acquisition of a maximum of 31,500,000 own shares (“Shares”) by a voluntary takeover bid (“Takeover Bid”) made to Afarak’s shareholders in accordance with the Finnish Securities Markets Act so that:

  1. The share offer price to be paid by Afarak in the Takeover Bid shall be at least EUR 0.90 per share and not more than EUR 1.15 per share. Alternatively, Afarak shall be able to pay the consideration in securities i.e. shares of Afarak Holdings Ltd owned by Afarak; with an exchange ratio of 1:1 in such a way that against one (1) Afarak share the consideration would be one (1) share in Afarak Holdings Ltd (“Share Offer Price”).
  2. Each shareholder of Afarak who wants to participate in the Takeover Bid shall have the right to choose either the cash consideration or the share consideration as a payment of the Share Offer Price.

Each shareholder of Afarak shall also have the right not to participate in the Takeover Bid and to continue as a shareholder in Afarak.

  1. The total amount of cash consideration in the Takeover Bid to be paid by Afarak shall be limited to EUR 28,404,000.00. However, the Board at its discretion shall have the right to waive this limitation.
  2. Shares acquired by Afarak are cancelled as part of the settling of the implementation sale, initially on the settlement date, meaning that the Shares will not be held by Afarak. Thus, the restrictions set out in the Finnish Limited Liability Companies Act on the acquisition of own shares, under which an acquisition of own shares shall not be made so that the amount of shares in the possession of the company exceeds 10 per cent of all shares, does not restrict the making of the Takeover Bid.
  3. The Shares are acquired using Afarak’s unrestricted equity.
  4. The payment of the Share Offer Price shall take place by the end of March 2019, if practically possible.
  5. The authorisation is proposed to include the right for the Board to decide on all other matters related to the Takeover Bid.
  6. The authorisation is proposed to remain valid until 31 May 2019.

The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.

Conditionality of the authorisation

The authorisation granted to the Board is conditional on the fulfilment of all of the following conditions:

  • Afarak receives a legally valid preliminary ruling provided by the Central Tax Board according to which the provisions of Section 29 of the Finnish Act on Assessment Procedure on disguised dividend does not apply to the acquisition of own shares by Afarak in the Takeover Bid, meaning that the taxation of a shareholder taking part in the Takeover Bid was carried out in Finland normally in accordance with provisions on the taxation of capital gains;
  • Afarak receives the required funding for the acquisition of the shares in the Takeover Bid on market terms which are approved by the Board; and
  • The Financial Supervisory Authority approves the offer document drawn up by Afarak with respect to Takeover Bid in accordance with the Securities Markets Act.

The Board of Directors of Afarak Group will discuss the received letter of request in the manner provided by the Finnish Companies Act.