Outokumpu plans a reverse split of shares
OUTOKUMPU OYJ
STOCK EXCHANGE RELEASE
May 23, 2014 at 9.00 am EET
Outokumpu plans to reduce the number of shares in the company by merging each twenty five (25) shares to one (1) share. The reverse split will not require any action on part of the shareholders. The matter will be proposed to the Extraordinary General Meeting (EGM) to be held on June 16, 2014.
CEO Mika Seitovirta: “In the beginning of the year we completed the sale of Terni and VDM, finalized our extensive financing arrangements and completed a rights issue. Now our balance sheet and financial position are significantly stronger and we can focus on improving the profitability of the company. Following the rights issue, however, the number of shares increased to over 10 billion. The planned reverse split will rationalize the number of shares. At the same time the value of a single share will increase, which we believe will enhance Outokumpu’s attractiveness as an investment.”
The technical implementation of the reverse split should not have a direct immediate effect on the value of shareholders’ investment. Shareholders will not receive any compensation for the redemption of their shares, except for the sale of fractional shares as described below.
Planned schedule
| Extraordinary General Meeting | June 16, 2014 |
| Reverse split | June 19, 2014 |
| Reduced number of shares in the Trade Register | June 20, 2014 |
| Trading with the merged shares commences | June 23, 2014 |
| Proceeds from the sale of fractional shares paid to shareholders | July 2, 2014 |
Additional information concerning the reverse split is available by calling +358 10 54 63 151 (May 23, 2014–July 3, 2014 weekdays 8.00 am to 6.00 pm EET or by sending email to sijoituslinja@danskebank.fi.
The reverse split would technically be carried out by redeeming from every shareholder a number of shares equal to multiplying the number of shares on each book-entry account on the date of the reverse split, June 19, 2014, by a coefficient of 24/25. In order to avoid share fractions, the number of shares redeemed from each shareholder will be rounded up to the nearest whole share. The extra share fractions redeemed due to rounding are merged and sold on the Helsinki Stock Exchange on behalf of the shareholders. The proceeds from the sale will be paid to the shareholders, together with interest. If one book-entry account contains less than 25 shares, the reverse split will lead to the loss of all shares in exchange for the compensation to be received from the above mentioned sale of share fractions.
In addition it will be proposed to the EGM that it revokes all earlier share issue authorizations and authorizations to issue special rights entitling to shares, as well as authorizations to repurchase the company’s own shares, and replaces these with new authorizations, which take into account the number of shares after the reverse split.
In the event the EGM decides on a reverse split as described above, the Board will decide on corresponding changes in the current share-based incentive programs. Outokumpu will cancel the shares redeemed from the shareholders (except for the shares redeemed in order to avoid share fractions to be sold on behalf of the shareholders) immediately in connection with the redemption. The total number of new shares will be available in the Trade Register approximately on Friday June 20, 2014.
The reverse split does not affect the number of Outokumpu’s treasury shares, except for the part of the sale of the treasury shares prior to the reverse split in order to adjust the number of shares owned by other parties than Outokumpu to be divisible by the reverse split ratio. Based on Outokumpu’s ownership as on the date of this announcement, the number of treasury shares to be sold would be five.
The notice to the Extraordinary General Meeting will be published in a separate release.
For more information:
Investors: Johanna Henttonen, tel. +358 9 421 3804, mobile +358 40 530 0778
Media: Saara Tahvanainen, tel. +358 40 589 0223
Call center: tel. +358 10 54 63 151, e-mail sijoituslinja@danskebank.fi
Outokumpu Group
Outokumpu is a global leader in stainless steel. We create advanced materials that are efficient, long lasting and recyclable – thus building a world that lasts forever. Stainless steel, invented a century ago, is an ideal material to create lasting solutions in demanding applications from cutlery to bridges, energy and medical equipment: it is 100% recyclable, corrosion-resistant, maintenance-free, durable and hygienic. Outokumpu employs more than 12 000 professionals in more than 30 countries, with headquarters in Espoo, Finland and shares listed in the NASDAQ OMX Helsinki. www.outokumpu.com