Outokumpu – Rights offering oversubscribed
STOCK EXCHANGE RELEASE
11 April 2012 at 2.45 pm EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The preliminary results of Outokumpu’s approximately EUR 1 billion rights offering indicate that a total of 1 555 million shares were subscribed for, representing approximately 122.0 per cent of the 1 274 020 027 shares offered (the “offer shares”). Approximately 1 270 million shares were subscribed for pursuant to subscription rights, representing approximately 99.7 per cent of all offer shares, and approximately 285 million shares were subscribed for without subscription rights in the secondary subscription, representing approximately 22.4 per cent of all offer shares. Due to oversubscription, the underwriting provided by J.P. Morgan Securities Ltd, Nordea Bank Finland Plc, BNP Paribas and Crédit Agricole Corporate and Investment Bank will not be utilised.
The subscription period for the rights offering ended on 4 April 2012 and trading in interim shares (OUT1VN0112), representing the offer shares subscribed for pursuant to subscription rights, commenced on 5 April 2012. Interim shares will be combined with Outokumpu’s ordinary shares (OUT1V) when the offer shares have been registered with the Finnish Trade Register, expected to occur on or about 17 April 2012. Trading in offer shares as ordinary shares (OUT1V) is expected to commence on the official list of NASDAQ OMX Helsinki Ltd on or about 18 April 2012.
In accordance with the terms and conditions of the rights offering, the subscriptions made without subscription rights (secondary subscription) will be allocated per book-entry account in proportion to the number of subscription rights exercised for subscription of offer shares and recorded on the subscriber’s book-entry account directly as ordinary shares on or about 18 April 2012.
The final results of Outokumpu’s rights offering will be published on or about 16 April 2012.
J.P. Morgan and Nordea acted as Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners for the rights offering and BNP Paribas and Crédit Agricole acted as Co-Lead Managers.
For further information, please contact:
Ingela Ulfves, VP – Investor Relations
Tel. +358 9 421 2438, mobile +358 40 515 1531
Saara Tahvanainen, VP – External Communications and Media Relations
Tel. +358 9 421 3265, mobile +358 40 589 0223
Juha Hakala, SVP – Corporate Treasurer
Tel. +358 9 421 2644, mobile +358 40 533 2536
OUTOKUMPU OYJ
Outokumpu is a global leader in stainless steel with the vision to be the undisputed number one. Customers in a wide range of industries use our stainless steel and services worldwide. Being fully recyclable, maintenance-free, as well as very strong and durable material, stainless steel is one of the key building blocks for sustainable future. Outokumpu employs some 8 000 people in more than 30 countries. The Group’s head office is located in Espoo, Finland. Outokumpu is listed on the NASDAQ OMX Helsinki. www.outokumpu.com
DISCLAIMER
Each of J.P. Morgan, Nordea, BNP Paribas and Crédit Agricole and their affiliates are acting exclusively for Outokumpu and no one else in connection with the rights offering. They will not regard any other person (whether or not a recipient of this release) as their respective clients in relation to the rights offering and will not be responsible to anyone other than Outokumpu for providing the protections afforded to their respective clients, nor for giving advice in relation to the rights offering or any transaction or arrangement referred to herein.
No representation or warranty, express or implied, is made by J.P. Morgan, Nordea, BNP Paribas or Crédit Agricole 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. J.P. Morgan, Nordea, BNP Paribas or Crédit Agricole assume no responsibility for its accuracy, completeness or verification 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 release.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. Tis release 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 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.
The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Outokumpu assumes no responsibility in the event there is a violation by any person of such restrictions.
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. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by Outokumpu.
Outokumpu has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland and Sweden. With respect to each Member State of the European Economic Area other than Finland and Sweden and which has implemented the Prospectus Directive (each, a “Relevant Member State”) no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive”means Directive 2010/73/EU.
This communication 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, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (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.