OFFERING OF SHARES IN OUTOKUMPU TECHNOLOGY OYJ
OUTOKUMPU OYJ STOCK EXCHANGE RELEASE SEPTEMBER 25, 2006 AT 8.30 AM
Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan. OFFERING OF SHARES IN OUTOKUMPU TECHNOLOGY OYJ Outokumpu Oyj announced on June 7, 2006 that it has started to evaluate the possibility of listing Outokumpu Technology Oyj on the Helsinki Stock Exchange. As a result of the evaluation, the Board of Directors of Outokumpu has today decided to commence the offering of shares in Outokumpu Technology (the "Offering"). The listing of Outokumpu Technology on the Helsinki Stock Exchange is expected to improve the strategic focus and prospects for continued business development for both companies. As two listed companies, both Outokumpus and Outokumpu Technologys valuations will be more transparent in the market. The Offering structure will be sale of shares, and the shares will be offered to institutional investors in Finland and internationally (the "Institutional Offering") and to retail investors in Finland (the "Retail Offering"). Outokumpu Technology has today decided to submit to the Helsinki Stock Exchange an application for the listing of its shares on the pre-list on or about October 10, 2006 and on the official list on or about October 13, 2006. The Institutional Offering will commence on September 26, 2006 and will end no later than at 2.00 pm Finnish time on October 9, 2006. The Retail Offering will commence on September 27, 2006 and will end no later than at 5.00 pm Finnish time on October 6, 2006. Nordea is acting as Global Coordinator and as Joint Bookrunner for the Offering. Lehman Brothers is acting as Joint Bookrunner for the Institutional Offering. Outokumpu Technology's share capital is divided into 42,000,000 shares. The Offering comprises no more than 33,600,001 shares. The shares offered correspond to approximately 80% of Outokumpu Technologys share capital and votes. The Institutional Offering will initially comprise 30,240,001 existing shares and the Retail Offering will initially comprise 3,360,000 existing shares. In addition, Outokumpu has granted the managers of the Offering an over- allotment option, exercisable for up to 30 days after the commencement of the trading of the shares on the Helsinki Stock Exchange, to purchase up to an aggregate of 3,360,000 additional shares to cover over-allotments. As a result of the offering, Outokumpu's ownership in Outokumpu Technology will be reduced to 12% assuming the additional shares are purchased in full or to 20% assuming no additional shares are purchased. The initial offer price range is EUR 12.00-15.50 per share. The offer price range may be amended during the offer period. Outokumpu will make the final decision on the execution of the Offering, number of shares sold and final offer price after the Offering period has ended, on or about October 9, 2006. If the Offering is completed, Outokumpu will book a significant capital gain in its fourth quarter result. Purchase commitments in the Retail Offering will be received by Nordea's asset management branches, Nordea Private Banking units, Nordea Customer Service with access codes in Finnish, tel. +358 200 3000 (local network charge, mobile call charge) and in Swedish, tel. +358 200 5000 (local network charge, mobile call charge) and Netbank www.nordea.fi with access codes. The Finnish version of listing particulars relating to the Offering, approved by the Board of Directors of Outokumpu Technology today, is expected to be available on the internet (www.outokumputechnology.fi/listautuminen) no later than on September 26, 2006 as well as at the places of subscription and Helsinki Stock Exchange service point OMX Way (Fabianinkatu 14, Helsinki) no later than on September 27, 2006. For further information, please contact: Kari Lassila, SVP IR and Communications, tel. +358 9 421 2555 kari.lassila@outokumpu.com Eero Mustala, SVP Corporate Communications, tel. +358 9 421 2435 eero.mustala@Outokumpu.com OUTOKUMPU OYJ Corporate Management Ingela Ulfves Vice President - Investor Relations tel. + 358 9 421 2438, mobile +358 40 515 1531, fax +358 9 421 2125 e-mail: ingela.ulfves@outokumpu.com www.outokumpu.com Outokumpu and Outokumpu Technology will organise a press conference regarding the planned listing today on September 25, 2006 at 11.00 am at Hotel Kämp, Mirror Room, Pohjoisesplanadi 29, Helsinki, Finland. A conference call in English concerning the listing of Outokumpu Technology will be held today on September 25, 2006 at 2.00 pm Finnish time. To participate in conference call, please register by sending your name, company name and address via e-mail to outi.milner@outokumpu.com and you will get the telephone number and password with return e-mail. An instant-replay of the conference call will be available for about 24 hours. Please request the telephone number and password by e-mail from Outi Milner. Due to legal restrictions, participation in the conference call or listening the instant-replay is not allowed to persons residing the United States, Canada, Australia or Japan. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan. The materials do 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 Shares 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 document does 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, and consequently the securities must not be sold or offered for sale in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or whom it is reasonable to suppose will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their business. APPENDIX: SUMMARY OF THE OFFERING Offering A total of 33,600,001 shares in Outokumpu Technology Oyj (Offer Shares) are being offered for sale by Outokumpu Oyj (Selling Shareholder) in connection with the offering, of which preliminarily 30,240,001 Offer Shares are being offered in the institutional offering and preliminarily 3,360,000 Offer Shares in the retail offering. Institutional Offering A total of 30,240,001 Offer Shares are being offered by the Selling Shareholder to institutional investors within and outside Finland. The Institutional Offering consists of (i) an offering of Offer Shares outside the United States to institutional investors in reliance on Regulation S under the U.S. Securities Act and (ii) an offering of Offer Shares in the United States to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act. Retail Offering A total of 3,360,000 Offer Shares are being offered by the Selling Shareholder to retail investors in Finland. Offering period For institutional offering, the offering period commences on September 26, 2006 and ends no later than October 9, 2006 at 2:00 p.m. Helsinki time. For retail offering, the offering period commences on September 27, 2006 and ends no later than October 6, 2006 at 5:00 p.m. Helsinki time. In the event the offering is oversubscribed, the Selling Shareholder is entitled to discontinue the offering period for institutional and retail offering at the earliest October 4, 2006 at 5:00 p.m. independently of each other. Over-allotment Option The Selling Shareholder has granted Nordea, on behalf of the managers, an option exercisable at any time within 30 days after the commencement of the trading of the shares on the Helsinki Stock Exchange to purchase up to an aggregate of 3,360,000 additional shares solely to cover over-allotments, if any. Offering Price Range The anticipated offer price is between EUR 12.00 and EUR 15.50 per Offer Share. The initial offer price may be amended during the offering period. The number of Offer Shares and the price range presented herein are indicative only, and the total number of Offer Shares and the number of Offer Shares offered in the institutional offering and the retail offering may be more or less than the respective amount shown above. Shares Outstanding Immediately prior to the offering, there were 42,000,000 shares issued and outstanding. Upon completion of the offering, there will not have been an impact on the number of shares issued and outstanding. Listing and Trading An application will be made for the shares to be listed on the Helsinki Stock Exchange. Trading of the shares on the pre-list of the Helsinki Stock Exchange is expected to commence on or about October 10, 2006 and on the official list on or about October 13, 2006. Trading code of the shares will be OTE1V. The identification number (ISIN) of the shares is FI0009014575. Dividends The Offer Shares will rank pari passu with all outstanding other Shares and will be entitled to any future dividends. Use of Proceeds Outokumpu Technology will not receive any part of the proceeds from the sale of the Offer Shares by the Selling Shareholder. Payment and settlement It is expected that delivery of the Offer Shares through the facilities of the Finnish Book-Entry System, Euroclear Bank S.A./N.V. as operator of Euroclear, or Clearstream, will be confirmed for the retail offering on or about October 10, 2006 and delivery will be confirmed and payment for the Offer Shares will be made for the institutional offering on or about October 13, 2006. Transfer restrictions Transfers of the Offer Shares will be subject to certain restrictions.