Publication the Prospectus regarding Componenta Share Issue
Not for publication or distribution in or into Australia, Canada, Hong Kong, Japan, South Africa, the United States or any other jurisdiction in which the publication or distribution would be unlawful.
Componenta Corporation (”Componenta” or the ”Company”) will publish a prospectus approved by the Finnish Financial Supervisory Authority (the “Prospectus”) regarding the share issue that was decided today on 16 August 2013 by the Board of Directors (the “Share Issue”). The Prospectus, approved by the Finnish Financial Supervisory Authority, is available in electronic form as of 19 August 2013 at 9 a.m., at the latest, on the websites of the Company, www.componenta.com/fi_investors/fi_componenta_ir and the subscription place, Alexander Corporate Finance Oy, www.acf.fi. The Prospectus will also be available in paper form at the subscription place in Alexander Corporate Finance Oy, in the Company as well as in the reception of NASDAQ OMX Helsinki Ltd. The Prospectus will be available in Finnish only.
Helsinki 16 August 2013
COMPONENTA CORPORATION
Heikki Lehtonen
President and CEO
FURTHER INFORMATION:
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 545 million in 2012 and its share is listed on the NASDAQ OMX Helsinki. The Group employs approx. 4,300 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.
DISCLAIMERS
The information contained in this communication is not for publication or distribution, directly or indirectly, wholly or in part, in or into Australia, Canada, Hong Kong, Japan, South Africa, the United States or any other jurisdiction in which it would be unlawful. The information contained in this communication shall 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.
This communication shall not constitute a direct or indirect offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities 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.
The information contained herein shall not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be registered in the United Kingdom in respect of the securities. The information contained herein 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 falling within Article 49(2) of the Order, and other persons to whom it may lawfully be communicated (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.
This communication is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, as amended, 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 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 and offering of the Hybrid Bond. They will not regard any other person (whether or not a recipient of this communication) as their respective clients in relation to the Share Issue and the Hybrid Bond and will not be responsible to anyone other than Componenta Corporation for providing the protections afforded to their respective clients, nor for giving advice in relation to the Share Issue and the Hybrid Bond. No representation or warranty, express or implied, is made by Alexander Corporate Finance Oy as to the contents, accuracy, completeness or verification of the information set forth in this communication, and nothing contained in this communication 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 the contents, accuracy, completeness or verification of the communication 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 communication.