Componenta Corporation (Business ID 1635451-6) received on 15 August 2014 the following notification pursuant to Chapter 9, section 5 of the Securities Markets Act, according to which Keskinäinen Työeläkevakuutusyhtiö Elo’s holding of shares and voting rights of Componenta Corporation has exceeded 5%.
”NOTIFICATION PURSUANT TO CHAPTER 9, SECTION 5 OF THE SECURITIES MARKETS ACT
The holding of Keskinäinen Työeläkevakuutusyhtiö Elo in Componenta Corporation’s shares and voting rights exceeds 5% as a result of the arrangement which if realized will lead into a situation where the flagging notice limit is exceeded.
In accordance with Chapter 9, section 5 of the Securities Markets Act, we announce to the Financial Supervisory Authority and Componenta Corporation the following:
1. Target company: Componenta Corporation
2. Arrangement if realized will lead into a situation where the shareholding and voting rights exceed the flagging notice limit of 5% according to Chapter 9, section 5 of the Securities Markets Act.
3. Name of shareholder Keskinäinen Työeläkevakuutusyhtiö Elo, business ID 02011037
4. Share of total number of shares and voting rights in the target company:
Shareholding and voting rights before flagging notification:
Keskinäinen Työeläkevakuutusyhtiö Elo
Number of shares: 4,901,288
Share of total number of shares and voting rights: 5.04%
Keskinäinen Työeläkevakuutusyhtiö Elo had no shareholding in Componenta Corporation before the share issues.
5. Essential content of the arrangement:
Componenta Corporation has on 15 August 2014 announced its financing arrangements. As part of the arrangements, Componenta will execute share issues in total of 68 million shares in two phases.
In the first share issue (“Private Placement”) the company has decided to offer in total a maximum of 15 million shares to a limited group of selected investors (”Issued Shares”). The company has received the subscription commitments in total for 15,000,000 shares.
In addition, the Board of Directors proposes that the Extraordinary General Meeting to be held on 5 September 2014 will resolve to offer in the second phase of the share issues in total a maximum of 53,000,000 new shares (“New Shares”) to individuals and corporations in Finland (“the Share Issue”). The shareholders, who represent at least 70% of the company’s shares and voting rights, are committed to vote for the Share Issue in the Extraordinary General Meeting.
The company has received subscription commitments for a subscription of 5 million New Shares to be paid by cash. The company has received subscription commitments from certain bondholders to subscribe New Shares in the Share Issue with more than EUR 63 million by paying the subcriptions with the loan receivables of Componenta and the accrued but unpaid interest.
Keskinäinen Työeläkevakuutusyhtiö Elo has committed to subscribe 4,901,288 New Shares in the Share Issue.
The total amount of shares and votes published by Componenta Corporation on 15 August 2014 is 29,269,224. Basis for the flagging calculation is that the Private Placement and the Share Issue will realize according to maximum amount. After the Private Placement and the Share Issue the total amount of shares and votes will be 97,269,224.”
Helsinki, 18 August 2014
President and CEO
For further information, please contact:
President and CEO
tel. +358 10 403 2200
tel. +358 10 403 2723
Componenta is a metal sector company with international operations and production plants located in Finland, Turkey, the Netherlands and Sweden. The net sales of Componenta were EUR 511 million in 2013 and its share is listed on the NASDAQ OMX Helsinki. The Group employs approx. 4,400 people. Componenta specializes in supplying cast and machined components and total solutions made of them to its global customers, who are manufacturers of vehicles, machines and equipment.