Outokumpu - listing prospectus for EUR 250 million bond available

Outokumpu Oyj
Stock exchange release
June 18, 2018 at 3.00 pm EEST

Outokumpu – listing prospectus for EUR 250 million bond available

Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan or Singapore, or any other jurisdiction in which the distribution or release would be unlawful.

Outokumpu announced on June 11, 2018 its decision to issue a EUR 250 million senior secured bond (ISIN FI4000331004) to institutional investors. The bond matures on June 18, 2024 and it carries a fixed coupon interest rate of 4.125 percent per annum, payable semi-annually. The bond is callable before its final maturity. Moody’s Investors Service Inc. has assigned Ba3 rating to these notes.

The Finnish Financial Supervisory Authority has today approved the listing prospectus of the bond. The prospectus is available in English on the company's website at www.outokumpu.com/en/investors/credit-information/.

Outokumpu has applied for the bond to be listed on the official list of the Nasdaq Helsinki Ltd. Public trading of the notes is expected to commence on or about June 20, 2018 under the trading code OUTJ412524.

Most of the proceeds from the issuance of the bond have been used for voluntary redemption of the fixed rate notes due 2021 and the remaining proceeds will be used for general corporate purposes.

BNP Paribas and Nordea Bank AB (publ) Plc acted as Coordinators and Joint Lead Managers for the bond issue. Danske Bank A/S and Swedbank AB (publ) acted as Joint Lead Managers.

Investors: Juha Hakala, Group Treasurer, tel. +358 40 533 2536 and Tommi Järvenpää, VP, Investor Relations, tel. +358 40 576 0288

Media: Corporate communications, tel. +358 9 421 3840

Outokumpu Group

Outokumpu is the global leader in stainless steel. We aim to be the best value creator in stainless by 2020, through our competitive edge of customer orientation and efficiency. The foundation of our business is our ability to tailor stainless steel into any form and for almost any purpose. Stainless steel is sustainable, durable and designed to last forever. Our customers use it to create civilization’s basic structures and its most famous landmarks as well as products for households and various industries. Outokumpu employs 10,000 professionals in more than 30 countries, with headquarters in Helsinki, Finland and shares listed in Nasdaq Helsinki. www.outokumpu.com

Important Information

The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, Singapore or any other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the notes 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. Persons into whose possession this announcement may come are required to inform themselves of and observe all such restrictions. None of the Company, the Joint Lead Managers or their respective representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company’s securities, including the notes, are aware of such restrictions.

This announcement does not constitute an offer of securities for sale in the United States. The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws of any state of the United States and the notes may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the Securities Act) except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This announcement does not constitute an offer of notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the notes. Accordingly, this announcement is addressed to and directed only at persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 as amended, does not apply and is solely directed at persons in the United Kingdom who (a) 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”) or (b) persons falling within Article 49(2)(a) to (d) of the Order, or other persons to whom it may be lawfully communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and any person who is not a relevant person must not act or rely on this announcement or any of its contents.

The Joint Lead Managers are acting exclusively for the Company in connection with the new issue and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor giving investment or other advice in relation to the notes or any other transaction or any other matter mentioned herein.

PROFESSIONAL INVESTORS ONLY – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels).

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been or will be prepared and, therefore, offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.