Ruukki Group Plc, Stock Exchange Release, 30 June 2009 at 6:40 p.m.
ANNOUNCEMENT PURSUANT TO CHAPTER 2, SECTION 10 OF THE SECURITIES MARKET ACT
Based on the announcement Ruukki Group Plc made today, on 30 June 2009 related
to the decision by the Board of Directors to acquire 100 % of the share capital
of Sylvania Resources Limited (“Sylvania”), Ruukki Group makes the following
announcement pursuant to Securities Market Act chapter 2, section 9 regarding
potential future changes in shareholding.
If the announced acquisition and the share issue connected to it are approved by
Ruukki's Extraordinary General Meeting and the other requirements are met,
Sylvania will become a wholly-owned subsidiary of Ruukki, and Ruukki will have
by default 380,660,908 issued and outstanding shares.
Ruukki Group Plc has not been able to verify the shareholdings mentioned below
nor whether the shareholders have made any agreements, trades or other
arrangements whereby it would not exceed or fall below the ownership thresholds
described below, and hence, company bases this announcement on information
publicly available at the time of this release.
On 29 June 2009 Kermas Limited owned Ruukki Group Plc shares and forward
contracts as follows:
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| | number of | % of shares and |
| | shares | voting rights |
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| Current ownership (shares) | 43,866,500 | 16.80 % |
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| Potential future ownership (forwards) | +41,500,000 | 15.90 % |
--------------------------------------------------------------------------------
| Potential future ownership (option | +73,170,731 | 28.03 % |
| arrangement) | | |
--------------------------------------------------------------------------------
| Total | 158,537,231 | 60.73 % |
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In case Kermas Limited's ownership would be equal after the issuance of new
Ruukki shares, then Kermas Limited's existing ownership would fall below three
twentieth (3/20) and be about 11.52 %, potential future ownership through
forward contract agreements would fall below three twentieth (3/20) and be about
10.90 % and potential future ownership through option arrangements would fall
below one fifth (1/5) and be about 19.22 % of the share capital and voting
rights of Ruukki Group Plc. Thus, Kermas Limited´s total ownership would fall
below 50 % and be about 41.65 % of the share capital and voting rights of
Ruukki Group Plc after the issuance of new Ruukki shares.
Based on Euroclear Finland Oy's information, on 29 June 2009 Atkey Limited held
altogether 35,581,401 Ruukki Group Plc shares, which corresponds to about 13.63
% of the current share capital and registered shares of Ruukki Group Plc. In
case Atkey Limited's ownership would be equal after the issuance of new Ruukki
shares, then Atkey Limited's ownership would fall below one tenth (1/10) and be
about 9.35 % of the share capital and voting rights of Ruukki Group Plc.
Based on Euroclear Finland Oy's information, on 29 June 2009 Nordea Pankki Suomi
Oyj held altogether 35,265,411 Ruukki Group Plc shares, which corresponds to
about 13.51 % of the current share capital and registered shares of Ruukki Group
Plc. In case Nordea Pankki Suomi Oyj's ownership would be equal after the
issuance of new Ruukki shares, then Nordea Pankki Suomi Oyj's ownership would
fall below one tenth (1/10) and be about 9.26 % of the share capital and voting
rights of Ruukki Group Plc.
Based on Euroclear Finland Oy's information, on 29 June 2009 Hanwa Company
Limited held altogether 30,000,000 Ruukki Group Plc shares, which corresponds to
about 11.49 % of the current share capital and registered shares of Ruukki Group
Plc. In case Hanwa Company Limited's ownership would be equal after the issuance
of new Ruukki shares, then Hanwa Company Limited's ownership would fall below
one tenth (1/10) and be about 7.88 % of the share capital and voting rights of
Ruukki Group Plc.
The number of treasury shares held by Ruukki Group Plc on 29 June 2009 was
14,360,000 shares, which corresponds to about 5.50 % of the registered number of
shares. In case Ruukki Group Plc's ownership would be equal after the issuance
of new shares, then the company's ownership would fall below one twentieth
(1/20) and be about 3.77 %. According to the Companies Act, treasury shares do
not have voting rights in a General Meeting.
On 31 March 2009 Dresdner Bank AG London Branch owned altogether 29.575.590
shares of Sylvania Resources Limited. In case Dresdner Bank AG London Branch's
ownership would be equal after the announced transaction and issuance of new
Ruukki shares, then Dresdner Bank AG London Branch's ownership would exceed one
twentieth (1/20) and be about 7.77 % of the share capital and voting rights of
Ruukki Group Plc.
All the potential changes in shareholdings described above require that the
merger will take place and that there are no other changes to Ruukki's or
Sylvania's share capital. Since Ruukki has a number of nominee-registered
shareholders, there might be some other shareholders whose ownership interest
could exceed or fall below some of the thresholds set out in the Finnish
Securities Market Act on the date the issuance of new shares takes place.
Ruukki Group Plc's registered number of shares is 261,034,022 and share capital
is EUR 23,642,049.60.
RUUKKI GROUP PLC
Alwyn Smit
Chief Executive Officer
Ruukki Group specialises in industrial refining of certain natural resources.
The Group has two focus areas: Wood Processing and Minerals. Ruukki Group Plc's
shares are listed on Nasdaq OMX 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
Chief Executive Officer
Ruukki Group Plc
Telephone +358 50 442 1663 / +41 7960 19094
www.ruukkigroup.fi
This stock exchange release is based on a translation into English of a document
written in Finnish. In case of any discrepancies, inconsistencies or
inaccuracies, the Finnish version of the release shall prevail.
ANNOUNCEMENT PURSUANT TO CHAPTER 2, SECTION 10 OF THE SECURITIES MARKET ACT
| Source: Afarak Group Plc