Ruukki Group Plc, Stock Exchange Release, 30 October 2008 at 12:02 p.m.
Ruukki Group Plc has today received an announcement pursuant to Securities
Market Act chapter 2, section 9 regarding a change in shareholding:
Kermas Limited (registration number 504889, Tortola, British Virgin Islands) has
on 29 October 2008 entered into binding agreements with Ruukki Group Plc
relating to the acquisition of the shares of a Maltese Company RCS Limited and a
Turkish company called Türk Maadin Sirketi A.S. from Kermas Limited. In
connection with the said acquisition, Kermas Limited and Ruukki Group have
agreed that;
(1) Kermas will acquire within the next ten business days in total 15,000,000
shares in Ruukki Group. As a part of the overall arrangement, Kermas has also
committed to hold such shares for a period of five years from the closing,
subject to certain preconditions. Once such shares are acquired, Kermas' holding
in Ruukki Group will increase from zero per cent to approximately 5.17 per cent
of the total number of shares. These shares are acquired through exercising the
forward contracts of RCS Trading Corporation Ltd (notified on 20 October 2008)
and pursuant to such exercise, the current number of derivatives held by RCS
Trading Corporation Ltd will decrease from 70,966,500 to 55,966,500 (from 24.47
% of the total number of shares in Ruukki Group Plc to 19.30 %).
(2) Ruukki Group will offer Kermas Limited options pursuant to resolution of
Ruukki Group's general meeting held on 28 October 2008. The total number of
options offered to Kermas Limited is 73,170,731 each which entitle Kermas
Limited to subscribe one share in Ruukki Group. Based on the arrangement the
total number of shares in Ruukki Group may increase from 290,034,022 shares to
363,204,753 shares and upon Kermas exercising its right to subscribe, Kermas
Limited will own (subject to it owning the 15,000,000 shares acquired pursuant
to (1) above) in total 24.28 % of the total number of shares and votes in Ruukki
Group. The options may be subscribed in case the entities purchased by Ruukki
Group (RCS Limited and Türk Maadin Sirketi A.S.) are profitable.
Kermas Limited belongs to a same group of companies including RCS Trading
Corporation Ld (company number 65574B, Nassau, Bahamas) which notified its
interests in Ruukki Group on 20 October 2008. This notification consolidates the
holdings and future holdings of Kermas Limited and RCS Trading Corporation Ltd.
Kermas Limited and RCS Trading Corporation Ltd now owns Ruukki Group Plc shares
and derivatives as follows:
--------------------------------------------------------------------------------
| | Kermas Limited | RCS Trading | Total |
--------------------------------------------------------------------------------
| | number | % of | number | % of | number | % of |
| | of | shares | of | shares | of | shares |
| | shares | and | shares | and | shares | and |
| | | voting | | voting | | voting |
| | | rights | | rights | | rights |
--------------------------------------------------------------------------------
| Current | 0 | 0.00 % | 16,000,0 | 5.52 % | 16,000,0 | 5.52 % |
| ownership | | | 00 | | 00 | |
| (shares) | | | | | | |
--------------------------------------------------------------------------------
| Future | +15,000, | 5.17 % | | | 15,000,0 | 5.17 % |
| ownership | 000 | | | | 00 | |
| (shares) | | | | | | |
--------------------------------------------------------------------------------
| Potential | | | +55,966, | 19.30 % | 55,966,5 | 19.30 % |
| future | | | 500 | | 00 | |
| ownership | | | | | | |
| (derivativ | | | | | | |
| es) | | | | | | |
--------------------------------------------------------------------------------
| Potential | +73,170, | 25.23 % | | | 73,170,7 | 25.23 % |
| future | 731 | | | | 31 | |
| ownership | | | | | | |
| (option | | | | | | |
| arrangemen | | | | | | |
| t) | | | | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Total | 88,170,7 | 30.40 % | 71,966,5 | 24.81 % | 160,137, | 55.21 % |
| | 31 | | 00 | | 231 | |
--------------------------------------------------------------------------------
The derivatives will expire in December 2008 and in January 2009.
This notification assumes that the number of shares in Ruukki Group Plc would
stay in the current level despite of the exercise of the options. In reality the
ownership percentages after exercise of the options will be lower than notified
above due to the fact that there would also be a larger number of shares in
Ruukki Group Plc.
Ruukki Group Plc's registered number of shares is 290,034,022 and share capital
is EUR 23,642,049.60.
RUUKKI GROUP PLC
Alwyn Smit
Chairman of the Board and CEO
Ruukki Group Plc's shares are listed on OMX Nordic Exchange Helsinki in which
the shares of the Company are traded in the mid cap segment, in the industrials
sector.
For additional information, please contact:
Alwyn Smit
Chairman of the Board and CEO
Ruukki Group Plc
Telephone +358 50 442 1663 / +41 7960 19094
www.ruukkigroup.fi
This stock exchange release has been prepared in English and translated into
Finnish. In case of any discrepancies, inconsistencies or inaccuracies, the
English version of the release shall prevail.
ANNOUNCEMENT PURSUANT TO CHAPTER 2, SECTION 10 OF THE SECURITIES MARKET ACT
| Source: Afarak Group Plc