The Finnish Financial Supervisory Authority has approved Componenta Corporation's rights offering prospectus

Componenta Corporation Stock Exchange Release, 16 November 2020 at 20:20

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Componenta Corporation (“Componenta” or “Company”) announced on 13 November 2020 that the Company's Board of Directors has, based on the authorization granted by the Extraordinary General Meeting of Componenta Corporation held on 29 October 2020, passed a resolution on a rights issue and published its terms and conditions. The Company is offering up to 237,269,224 new shares of the Company (“New Shares”) primarily to the existing shareholders of the Company in accordance with the pre-emptive right of shareholders and secondarily to shareholders and other investors (the “Offering”). The subscription price for each New Share is EUR 0.04.

The Finnish Financial Supervisory Authority has today on 16 November 2020, approved the Finnish language prospectus prepared in relation to the Offering (the “Prospectus“).

The Prospectus will be available in Finnish on Componenta’s website at www.componenta.com/sijoittajat/merkintäetuoikeusanti/, as well as at Componenta’s registered office at Teknobulevardi 7, FI-01530 Vantaa Finland, on or about 16 November 2020. Additionally, the Prospectus will be available at the reception of Nasdaq Helsinki Ltd (“Helsinki Stock Exchange”) at Fabianinkatu 14, FI-00100 Helsinki Finland, and on the website of the Offering’s lead manager at www.unitedbankers.fi/fi/annit/componenta and at their registered office on Aleksanterinkatu 21, FI-00100 Helsinki, Finland, on or about 16 November 2020.

The subscription period of New Shares will commence on 20 November 2020 at 10:00 am and expire on 4 December 2020 at 4:30 pm Finnish time. The subscription rights are subject to trading on the official list of Helsinki Stock Exchange from 10:00 am Finnish time on 20 November 2020 to 06:30 pm Finnish time on 30 November 2020.

The Prospectus contains the following previously undisclosed information on the Company’s capitalisation and indebtedness as of 30 September 2020, on the Company’s cash flow of payments and interests of financial liabilities as of 30 September 2020, and on the repayment schedule of external restructuring debts as of 16 November 2020:

__________

¹⁾ Includes MEUR 0.1 of interest-bearing restructuring debts, and MEUR 1.6 of leasing commitments of which MEUR 1.2 is premises related.
²⁾ Includes MEUR 1.3 of non-interest bearing restructuring debts.
³⁾ Includes MEUR 0.6 of interest-bearing restructuring debts and MEUR 7.6 leasing commitments of which MEUR 7.2 is premises related.
⁴⁾ Includes MEUR 9.7 of non-interest bearing restructuring debts.
⁵⁾ Net debt as defined by the Company is MEUR 6.6 which does not include MEUR 11.0 of non-interest bearing restructuring debts.  

Company’s equity per share was EUR 0.05 on 30 September 2020.

Cash flow of payments and interests of financial liabilities as of 30 September 2020:

__________

*) The lease payments and interests are considered as a sufficient measure of future rents to be paid for leases. Minor differences to cash flow are caused only by changes in interest rates. Interest payables are calculated by using nominal interest rates currently in place. Therefor the real interest payments of agreements with variable rates will probably differ from the figures presented in the table.
**) The restructuring debts on 30 September 2020 do not include the settled MEUR 0.3 debt on 16 November 2020 to the bankruptcy estate of Componenta Främmestad AB.
***) Other liabilities consist of hire-purchase agreements.

Repayment schedule of external restructuring debts as of 16 November 2020:

________
¹⁾ The larger final instalment in Componenta Corporation and Componenta Finland Oy’s repayment programme is due to the fact that
income from the sale of properties not included in core business operations has been taken into account. This income will be used to
pay debt at the end of the programme. The final instalment also includes an additional obligation of EUR 3.2 million arising from the
expiry of a loan guarantee of EUR 80 million.

Pro forma financial information

Prospectus includes unaudited pro forma financial information (the “Unaudited pro forma financial information”), which are presented in order to illustrate the impact of the acquisition of all Componenta Manufacturing Oy’s (formerly Komas Oy) shares and capital loans (the “Acquisition”) to Componenta Group’s results of operations and the financial position as if the Acquisition had taken place at an earlier date.

The unaudited pro forma consolidated income statement for the financial year ended 31 December 2019 present the impact as if the Acquisition had taken place at 1 January 2019. The Acquisition was completed on 30 August 2019 and Componenta Manufacturing Oy (formerly Komas Oy) has been consolidated to Componenta Group from the date of completion. Pro forma income statement information for the year 2020 and balance sheet information is not presented since the impact of the Acquisition is already included in the Componenta Group figures.

The Unaudited pro forma financial information has been prepared for illustrative purposes only. The Unaudited pro forma financial information and the explanatory notes are meant to describe the hypothetical impact, if Acquisition had taken place at the date presented in the pro forma financial information, and they therefore do not present what Componenta Group’s results of operations actually is, and they are also not meant to give indication on Componenta Group’s results of operations in the future. The Unaudited pro forma financial information also does not reflect cost savings, synergies or future integration costs, which Componenta Group is expected to generate or may incur from the Acquisition.

The Unaudited pro forma financial information has been prepared in accordance with the commission delegated regulation (EU) 2019/980 annex 20 and the accounting principles applied by Componenta Group.The following table presents certain pro forma financial information of Componenta derived from the Prospectus:

Calculation of Pro forma key financial figures

This stock exchange release presents as Appendix 1 the unaudited pro forma income statement for the financial year ended 31 December 2019, summary of the main pro forma adjustments as well as summary of the historical financial information used in preparing the unaudited pro forma financial information.

Shareholders and prospective investors are instructed to acquaint themselves with the entire Prospectus in addition to this stock exchange release.

UB Securities Oy is the lead manager of the Offering. Borenius Attorneys Ltd. acts as the Company’s legal adviser.
 

COMPONENTA CORPORATION

Sami Sivuranta
President and CEO
 

For further information, please contact:

Sami Sivuranta, President and CEO, tel. +358 10 403 2200
Marko Karppinen, CFO, tel. +358 10 403 2101

Componenta is an international technology company with operations located in Finland. With its wide technology portfolio, Componenta produces e.g. cast, machined and unmachined components for its clients who are local and global manufacturers of vehicles, machines and equipment. The company’s share is listed on Nasdaq Helsinki.

IMPORTANT NOTICE

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the Offering of the subsequent rights issue in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, other than Finland, and in the United Kingdom, this release is only addressed to and is only directed at qualified investors in that Member State or in the United Kingdom within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation“).

This release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons“). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus Regulation and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

The Lead Manager is acting exclusively for the Company and no one else in connection with the Offering. It will not regard any other person as its respective client in relation to the Offering. The Lead Manager will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.

This release includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.

APPENDIX: Appendix 1 to Stock Exchange Release