The Board of Directors of Componenta decided on a share issue and offering of a hybrid bond
Not to be released or distributed, directly or indirectly, in the United States, Canada, Australia, Japan or any other jurisdiction in which the distribution or release would be unlawful.
Componenta Corporation’s (“the Company” or “Componenta”) Board of Directors has, on 20 March 2012, decided on a share issue in which the Company will offer, derogating from shareholders’ pre-emptive subscription rights, a maximum of 6,250,000 of the Company’s new shares (hereinafter “New Shares”) for subscription to the public (hereinafter “Share Issue”). The purpose of the Share Issue is to strengthen the Company’s balance sheet and financial position, and therefore, there are weighty financial reasons from the Company’s perspective for derogating from the shareholders’ pre-emptive subscription rights. The decision on the Share Issue is based on the authorisation granted by the General Meeting of Shareholders held on 23 February 2012. The subscription price is EUR 3.20 per share. The subscription period for the New Shares shall begin on 20 March 2012 at 12.00 p.m. and end on 26 March 2012 at 4.00 p.m. at the latest. The terms and conditions of the Share Issue are attached to this release.
The result of the Share Issue will be published around 27 March 2012.
The Company has submitted the Finnish prospectus related to the Share Issue to the Financial Supervisory Authority of Finland for approval. The prospectus will be published in the beginning of the subscription period on 20 March 2012. The prospectus will be available on the website of Componenta at www. componenta.com and on the website of the subscription place at www.acf.fi as well as in the subscription place at Alexander Corporate Finance Oy and at Componenta’s head office.
Furthermore, the Board of Directors of Componenta has, on 20 March 2012, decided to offer a hybrid bond to a limited group of selected investors (private placement). The maximum amount of the hybrid bond is preliminarily EUR 20.0 million. However, in case of oversubscription the maximum amount of the loan may be increased. The principal of capital loans 2009 and 2010 as well as bond 2010 may be used as payment for the hybrid bond subscriptions. The Company will decide on the issue of the bond around 27 March 2012. The issue of the hybrid bond is dependent on the execution of the Share Issue.
A hybrid bond is an equity bond subordinated to the Company’s other debt obligations. In the Group’s IFRS financial statements, a hybrid bond is fully classified as an equity instrument and it improves the Company’s equity ratio. A hybrid bond does not confer the shareholders’ rights to its holders and does not dilute the holdings of the current shareholders.
A hybrid bond holder is entitled to interest paid on the principal of the hybrid bond and to the repayment of the principal but the Company has the right to decide on the payment date. The hybrid bond has no maturity. The Company may redeem the bond in whole after four years at the earliest. The interest rate of the hybrid bond is fixed to 12% per annum for four years after which the interest rate increases if the Company does not redeem the bond.
Helsinki, 20 March 2012
COMPONENTA CORPORATION
Heikki Lehtonen
President and CEO
APPENDIX
Terms and conditions of the Share Issue 2012
For further information, please contact:
Heikki Lehtonen Mika Hassinen
President and CEO CFO
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 576 million in 2011 and its share is listed on the NASDAQ OMX Helsinki. The Group employs approx. 4,700 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.
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 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.