Componenta carried out EUR 35.8 million share issue and hybrid bond in total
Not to be released or distributed, directly or indirectly, in the United States, Canada, Australia, Japan or any other jurisdiction in which offering or selling shares or subscription rights would be unlawful.
The Board of Directors of Componenta Corporation decided on a Share Issue directed for subscription to the public and on a Hybrid Bond directed to a selected group of investors. A maximum total of 6,250,000 new shares were offered for subscription in Componenta Corporation Share Issue 2012. The share subscription price was EUR 3.20 per share. The maximum amount of the Hybrid Bond offered was preliminarily EUR 20,000,000. The subscription periods of the Share Issue and the Hybrid Bond ended on 26 March 2012. The Board of Directors of the Company has decided on the approval of the subscriptions of the Share Issue and the Hybrid Bond.
The Board of Directors of the Company approved the subscriptions of 4,713,385 new shares in the Share Issue 2012, corresponding to EUR 15,082,832 in total. The subscribers will be informed of the approval of the subscriptions on 27 March 2012. The subscriptions must be paid in accordance with the instructions provided together with the notice of approval of the place of subscription, no later than 29 March 2012.
The shares subscribed in the Share Issue represent a total of 26.93 per cent of the current shares and the votes of the shares before the Share Issue, and 21.22 per cent of the current shares and votes of the shares after the Share Issue.
The shares subscribed in the Share Issue and paid in accordance with the terms and conditions of the Share Issue, will be entered into the Trade Register around 10 April 2012, and they will be applied for public listing around 11 April 2012. After the Trade Register entry of the new shares, the number of the Company’s shares will increase by 4,713,385 shares up to 22,213,123 shares. If all approved subscriptions are paid in accordance with the terms and conditions of the Share Issue, the total share subscription price will be EUR 15,082,832, and it will be credited in full to the reserve for invested unrestricted equity.
The Hybrid Bond was oversubscribed, and therefore the Board of Directors decided to increase the amount of the Hybrid Bond by EUR 716,000. The Board of Directors of the Company approved the subscriptions of the Hybrid Bond 2012, EUR 20,716,000 in total. The subscribers will be informed of the approval of the subscriptions on 27 March 2012. The subscriptions must be paid in accordance with the instructions provided together with the notice of approval of the place of subscription, no later than 29 March 2012.
The holders of the Company’s capital loans 2009 and 2010 as well as bond 2010 had the right to use the assets pertaining to the principals of the capital loans and the bond receivable from the Company to pay the subscription price of the Hybrid Bond 2012. After the payment of the Hybrid Bond subscriptions, the remaining amounts of the Company’s capital loans and bond are the following: capital loan 2009, EUR 11.2 million, capital loan 2010, EUR 16.0 million and bond 2010, EUR 22.5 million.
Helsinki, 27 March 2012
COMPONENTA CORPORATION
Heikki Lehtonen
President and CEO
For further information, please contact:
Heikki Lehtonen
President and CEO
tel. +358 10 403 2200
Mika Hassinen
CFO
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 576 million in 2011. The Group employs approx. 4,700 people. Componenta's shares are quoted on the NASDAQ OMX Helsinki. Componenta specializes in supplying cast and machined components and solutions made of them to its globally operating customers who are manufacturers of vehicles, machines and equipment.
DISCLAIMER
The information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which the same would be unlawful. The information contained herein 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 United States 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 any securities in the United States.
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.
This communication does not constitute an offer of securities in the United Kingdom. No prospectus has been or will be registered in the United Kingdom in respect of the securities. This release does not cover offering of securities in the United Kingdom.
This document is a release for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive will be published in connection with any offering of securities, and will be available at locations receiving subscriptions for shares.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Alexander Corporate Finance Oy is acting exclusively for Componenta Corporation and no one else in connection with the Share Issue. It will not regard any other person (whether or not a recipient of this document) as a client in relation to the Share Issue and will not be responsible to anyone other than Componenta Corporation for providing the protections afforded to its clients, nor for giving advice in relation to the Share Issue. No representation or warranty, express or implied, is made by Alexander Corporate Finance Oy 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. Alexander Corporate Finance Oy assumes no responsibility for its accuracy, completeness or verification and, accordingly, disclaims, to the fullest extent permitted by applicable law, any and all liability which it may otherwise be found to have in respect of this release.