The shareholders of Ruukki Group Plc are invited to attend the extraordinary
general meeting to be held in Espoo, in address Innopoli I, Tekniikantie 12,
02150 Espoo, on Tuesday 12 June 2007 at 11:00 am.
On the agenda of the meeting there will be the following proposals by the board
of directors:
- election of the members of the board of directors
- amendment of the articles of association
- authorisation of the board of directors to decide on a directed share issue
against payment and to authorize the board of directors to decide on an
additional share issue.
Invitation to the extraordinary general meeting will be published as
a stock exchange release on 25 May 2007 and in Helsingin Sanomat on 26 May 2007.
PROPOSAL BY THE BOARD OF DIRECTORS AS TO THE ELECTION OF BOARD MEMBERS
The board of directors proposes that the extraordinary general meeting decides
upon the potential change of board members. According to the articles of
association of the company there are a minimum of three and a maximum of nine
board members.
PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF ASSOCIATION
The board of directors proposes that the articles of association of the company
be amended as follows:
Section 1§ concerning the business name and domicile of the company shall be
altered to include the company's name in English, Ruukki Group Plc; and
Section 2§ concerning the line of business of the company shall be specified in
accordance with the company's strategy so that the company's primary activity
shall no longer only consist of acting as an owner, but also of engaging in
industrial operations either directly or through its subsidiaries in Finland and
abroad.
PROPOSAL TO THE EXTRAORDINARY GENERAL MEETING TO DECIDE ON A DIRECTED SHARE
ISSUE AGAINST PAYMENT AND TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON AN
ADDITIONAL SHARE ISSUE
The board of directors proposes to the extraordinary general meeting that the
general meeting decide on a directed offering against payment in order to partly
finance the investments to be made in Russia. The funds are primarily intended
to finance the construction of a sawmill and a chemi-mechanical market pulp mill
or alternatively a chemical pulp mill in the Kostroma region in Russia and the
exploitation of harvesting rights related thereto. Based on current information
and calculations, the total investment, including the sawmill and the necessary
harvesting and transport machinery, would be approximately EUR 0.5 billion for
the chemi-mechanical market pulp mill and approximately EUR 1.1 billion for the
chemical pulp mill. The board of directors will decide based on the reports to
be prepared whether the group will invest in a chemi-mechanical market pulp mill
or a chemical pulp mill. In addition, the funds are intended to refinance
earlier investments.
If the investments in Russia are implemented according to the extent planned,
the group's future focus will be in industrial activities based on wood
processing and in particular in Russia.
The proceeds can be used, secondarily, for other industrial investments in
accordance with the company's strategy, especially in Russia, to strengthen the
company's capitalization and to meet the company's general financing needs.
The company aims to raise approximately EUR 200-250 million through the
offering. In addition, the board of directors proposes that it be given
authorisation to decide on the offering of additional shares to cover potential
over-allotments.
DIRECTED SHARE ISSUE AGAINST PAYMENT
The proposal by the board of directors on the key terms and conditions of the
share issue is as follows:
Number of shares
According to the board of directors' preliminary proposal a minimum of
110,000,000 and a maximum of 140,000,000 new shares will be offered. The shares
will represent a minimum of 78.5 % of all the shares and voting rights of the
company prior to the share issue.
Subscription right
The following parties will have the subscription right in deviation from the
shareholders' pre-emptive rights:
(i) company shareholders and corresponding parties that are
a) registered as shareholders in the company's shareholder register on 1 June
2007;
b) with respect to nominee-registered shares, those who are shareholders at that
date, and
c) holders of the convertible subordinated loan issued by the company in 2004
and of the option rights issued under the company's I/2005 option scheme as well
as holders of derivative contracts entitling to the company's shares, who, in
connection with submitting the undertaking to subscribe, provide evidence
approved by the company of their holdings and right as of 1 June 2007; and
ii) institutional investors established in the European Economic Area, to which
shares are offered through a private placement.
A minimum of one third of all shares will be allocated to parties referred to in
section i).
Grounds for deviating from the shareholders' pre-emptive right
The board of directors proposes that the shareholders' pre-emptive subscription
rights be deviated from in order to broaden the company's ownership base and to
finance the investments in Russia.
The board of directors proposes that the offering not be carried out as a public
offering, since the dispute concerning the company's “Ruukki” name with
Rautaruukki Plc is pending. The risk of name confusion is considerable, but this
risk can be substantially reduced by executing the offering in the proposed
manner.
Subscription price
According to the board of director's preliminary proposal, the subscription
price will be a minimum of EUR 1.90 and a maximum of EUR 2.30 per share (the
“price range”).
The price range is based on market practices followed in corresponding offerings
and on the price development of the company's shares. The board of directors may
revise the price range before the general meeting. The final subscription price
will be determined through a book-building process, in which the board of
directors will decide the subscription price based on the offers made by
institutional investors. All other subscribers whose subscription commitment
amounts to at least 30,000 shares will also participate in the book-building
process. The final subscription price will be decided and published through a
stock exchange release anticipated on 21 June 2007.
The new share's subscription price will be credited to the paid-up unrestricted
equity reserve. The shares have no nominal value.
Subscription period
Subscription commitments will be received in the time period determined by the
board of directors, which is estimated to be 14-20 June 2007.
The share subscription period is 27-28 June 2007, during which period the
manager of the offering will subscribe the new shares on behalf and to the
account of the persons who have given subscription commitments. The board of
directors may change the subscription period.
Time of payment
The shares must be paid upon subscription.
Other terms and conditions
Since the offering will be arranged as a directed offering, no subscription
rights will be recorded on the shareholders' book-entry.
The board of directors will decide on the final execution of the offering, on
the number of new shares to be offered, on the approval or rejection of
subscriptions in part or in full and on other terms and conditions of the
offering.
The board of directors has the right to cancel the offering, if this is in the
interest of the company.
The new shares will carry shareholder rights as of their registration.
The shares will be offered as interim shares, and the interim shares will be
combined with the new shares on the shareholders' book-entry accounts. An
application will be made to admit the interim shares and the new shares to
public trading on the stock exchange list of the Helsinki Stock Exchange.
AUTHORISATION TO DECIDE ON A DIRECTED ISSUE AGAINST PAYMENT IN CASE OF EXCESS
DEMAND
The board of directors proposes to the general meeting that the general meeting
authorise the board of directors to decide, in addition, on the offering of a
maximum of 20,000,000 new shares, directed to cover possible over-allotments
(over-allotment option). The authorisation to be granted to the board of
directors will be valid until 31 August 2007.
The board of directors proposes that the new authorisation not cancel the
offering authorisation granted on 20 April 2007.
RUUKKI GROUP PLC
BOARD OF DIRECTORS
Ruukki Group is a multi-sector industrial group having mainly majority ownership
interests in various small and medium-sized companies in e.g. house building,
sawmilling
business, furniture business and care services. Ruukki Group share (RUG1V) is
listed on OMX Nordic Exchange's so-called small cap category.
For further information, please contact:
Antti Kivimaa
Chief Executive Officer
Ruukki Group Plc
Telephone +358 400 501 780
www.ruukkigroup.fi
PROPOSALS TO THE EXTRAORDINARY GENERAL MEETING BY THE BOARD OF DIRECTORS OF RUUKKI GROUP PLC
| Source: Afarak Group Plc