STOCK EXCHANGE RELEASE
16 April 2012 at 12.10 pm EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
• Rights offering oversubscribed by 22%
• Gross proceeds of EUR 1 006 million
• Total number of shares in Outokumpu to increase to 1 457 038 776 shares
• Due to oversubscription the underwriting was not utilised
The Board of Directors of Outokumpu Oyj has today approved all subscriptions made pursuant to subscription rights.
Mika Seitovirta, CEO: ”We are very satisfied with the excellent results of the rights offering. The aim of the offering was to raise capital for the Inoxum transaction, which brings together businesses that perfectly complement each other, creates significant synergy savings and builds a new foundation for profitability and growth. I believe the active participation in the rights offering indicates that our shareholders share our views on the benefits and possibilities the transaction brings to Outokumpu’s business.”
A total of 1 554 874 099 new shares were subscribed for in Outokumpu’s rights offering representing 122.0 per cent of the 1 274 020 027 shares offered (the “offer shares”). A total of 1 270 128 300 shares were subscribed for pursuant to subscription rights, representing 99.7 per cent of all offer shares, and a total of 284 745 799 shares were subscribed for without subscription rights in the secondary subscription, representing 22.4 per cent of all offer shares. Of the offer shares subscribed for without subscription rights, 3 891 727 offer shares have been allocated to subscribers in proportion to the number of subscription rights exercised for subscription of the offer shares. The underwriting provided by J.P. Morgan Securities Ltd, Nordea Bank Finland Plc, BNP Paribas and Crédit Agricole Corporate and Investment Bank was not utilised.
Outokumpu will confirm allocations of subscriptions for offer shares subscribed for without subscription rights (secondary subscription) by mail. In accordance with the terms and conditions of the rights offering, the subscription price paid for the unallocated offer shares will be refunded to such subscribers on or about 18 April 2012.
The subscription price was EUR 0.79 per offer share and Outokumpu raised gross proceeds of approximately EUR 1 006 million through the rights offering. As a result of the rights offering, the total number of shares in Outokumpu will increase to 1 457 038 776 shares. The offer shares will carry the right to receive dividends and other distributions of funds, if any, and other shareholder rights in Outokumpu as of the registration of the offer shares with the Finnish Trade Register, on or about 17 April 2012.
Trading in interim shares (OUT1VN0112) representing the offer shares subscribed for pursuant to subscription rights commenced on 5 April 2012. The interim shares will be combined with the ordinary shares of Outokumpu (OUT1V) when the offer shares have been registered with the Finnish Trade Register, expected to occur on or about 17 April 2012. Trading in the offer shares will commence on the official list of NASDAQ OMX Helsinki Ltd on or about 18 April 2012. The allocated offer shares subscribed for without subscription rights will be recorded on the subscriber’s book-entry account directly as ordinary shares on or about 18 April 2012.
J.P. Morgan and Nordea acted as Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners for the rights offering. BNP Paribas and Crédit Agricole acted as Co-Lead Managers.
For further information, please contact:
Ingela Ulfves, VP – Investor Relations
Tel. +358 9 421 2438, mobile +358 40 515 1531
Saara Tahvanainen, VP – External Communications and Media Relations
Tel. +358 9 421 3265, mobile +358 40 589 0223
Juha Hakala, SVP – Corporate Treasurer
Tel. +358 9 421 2644, mobile +358 40 533 2536
OUTOKUMPU OYJ
Outokumpu is a global leader in stainless steel with the vision to be the undisputed number one. Customers in a wide range of industries use our stainless steel and services worldwide. Being fully recyclable, maintenance-free, as well as very strong and durable material, stainless steel is one of the key building blocks for sustainable future. Outokumpu employs some 8 000 people in more than 30 countries. The Group’s head office is located in Espoo, Finland. Outokumpu is listed on the NASDAQ OMX Helsinki. www.outokumpu.com
DISCLAIMER
Each of J.P. Morgan, Nordea, BNP Paribas and Crédit Agricole and their affiliates are acting exclusively for Outokumpu and no one else in connection with the rights offering. They will not regard any other person (whether or not a recipient of this release) as their respective clients in relation to the rights offering and will not be responsible to anyone other than Outokumpu for providing the protections afforded to their respective clients, nor for giving advice in relation to the rights offering or any transaction or arrangement referred to herein.
No representation or warranty, express or implied, is made by J.P. Morgan, Nordea, BNP Paribas or Crédit Agricole as to the accuracy, completeness or verification of the information set forth in this release, and nothing contained in this release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. J.P. Morgan, Nordea, BNP Paribas or Crédit Agricole assume no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they may otherwise be found to have in respect of this release.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. Tis release does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Outokumpu assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by Outokumpu.
Outokumpu has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland and Sweden. With respect to each Member State of the European Economic Area other than Finland and Sweden and which has implemented the Prospectus Directive (each, a “Relevant Member State”) no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive”means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
