Outokumpu supplements its listing particulars
OUTOKUMPU OYJ
STOCK EXCHANGE RELEASE
January 2, 2013 at 5.00 pm EET
Outokumpu revises the listing particulars dated December 28, 2012 relating to the listing of 621 042 572 new shares on the official list of NASDAQ OMX Helsinki Ltd with the following information relating to Outokumpu’s capitalization and indebtedness. The Finnish Financial Supervisory Authority has on January 2, 2013 approved a supplement to the listing particulars.
The table in the listing particulars relating to capitalization and indebtedness is replaced by the following table. The changes in the table relate to the items “Net current financial indebtedness” and ”Net financial indebtedness.” Net current financial indebtedness (actual) of EUR 529 million is changed into negative EUR 529 million and net current financial indebtedness (as adjusted for the Inoxum Transaction (pro forma)) of negative EUR 554 million is changed into positive EUR 554 million. Net financial indebtedness (actual) of EUR 2 102 million is changed into EUR 1 044 million and net financial indebtedness (as adjusted for the Inoxum Transaction (pro forma)) of EUR 1 995 million is changed into EUR 3 103 million.
| As at September 30, 2012 | ||
| Actual | As adjusted for the Inoxum Transaction (pro forma)(1) | |
| (unaudited) | ||
| (EUR in millions) | ||
| CAPITALIZATION | ||
| Current interest-bearing debt | ||
| Of which unguaranteed/unsecured | 570 | 620 |
| Of which guaranteed/secured(2) | 80 | 180 |
| Total | 649 | 799 |
| Non-current interest-bearing debt | ||
| Of which unguaranteed/unsecured | 902 | 1,841 |
| Of which guaranteed/secured(2) | 671 | 707 |
| Total | 1,573 | 2,549 |
| Total debt | 2,223 | 3,348 |
| Shareholders’ equity | ||
| Share capital | 311 | 311 |
| Premium fund | 714 | 714 |
| Other reserves | 50 | 50 |
| Share issue | 973 | 1,433 |
| Retained earnings | 795 | 1,064 |
| Total | 2,843 | 3,572 |
| Total shareholders’ equity and interest-bearing financial debt | 5,066 | 6,920 |
| NET INDEBTEDNESS | ||
| Cash and cash equivalents | 1,178 | 245 |
| Liquidity | 1,178 | 245 |
| Bonds | – | – |
| Loans from financial institutions | 243 | 389 |
| Commercial paper | 354 | 354 |
| Pension loans | 37 | 37 |
| Finance lease liabilities | 12 | 14 |
| Other current liabilities | 4 | 4 |
| Current financial debt | 649 | 799 |
| Net current financial indebtedness(3) | (529) | 554 |
| Bonds issued | 399 | 399 |
| Non-current loans from financial institutions | 842 | 868 |
| Pension loans | 178 | 178 |
| Finance lease liabilities | 148 | 221 |
| Loan Note | – | 876(4) |
| Other long-term liabilities | 6 | 6 |
| Non-current financial debt | 1,573 | 2,549 |
| Net financial indebtedness | 1,044 | 3,103 |
__________
(1) For information on pro forma adjustments and basis for preparing the information set forth in this column, see “Pro Forma Financial Information.”
(2) Mortgages and guarantees. For additional information, see “Operating and Financial Review and Prospects—Borrowings.”
(3) Net current financial indebtedness = liquidity + other financial receivables – current financial debt.
(4) The principal amount of the Loan Note based on Inoxum’s audited combined statement of financial position as at September 30, 2012. On the Completion Date, the principal amount of the Loan Note has been calculated based on an estimate of Inoxum’s Intra-Group Financing Balance (as defined herein) prepared by ThyssenKrupp in accordance with the Business Combination Agreement and consists of two tranches. The initial principal amount of the first tranche is approximately EUR 700 million, which will be adjusted following the Completion Date as described below (“Tranche A”), and the initial principal amount of the second tranche is EUR 550 million (“Tranche B”). For more information on the conditions related to the Loan Note see “Material Agreements—Inoxum Transaction—Loan Note.”
The Finnish language supplement together with an unofficial English translation are available on Outokumpu’s website www.outokumpu.com/investors as of today.
For further information:
Tamara Weinert,
tel. +358 421 2438, mobile +358 40 751 7194
Outokumpu Oyj
Outokumpu is the global leader in stainless steel and high performance alloys. Our advanced materials are the ideal choice for demanding applications ranging from cutlery to bridges, energy plants to medical equipment. Stainless steel contributes to a sustainable and long lasting world as it is a 100% recyclable, corrosion-resistant, maintenance-free, durable and hygienic material. Outokumpu employs approximately over 16 000 professionals in over 40 countries, with the Group’s head office in Espoo, Finland and shares listed on the NASDAQ OMX Helsinki. www.outokumpu.com
Disclaimer
This release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction. In particular, no securities are being offered or sold, directly or indirectly, in or into the United States pursuant to this release and neither the placement shares nor any other securities of Outokumpu have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state of the United States and, accordingly, may not be offered or sold, directly or indirectly, in or into the United States, unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws of the United States.
The distribution of this release may, in certain jurisdictions, be restricted by law. This release may not be sent to any jurisdiction in which it would not be permissible to do so.
This release includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this release. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Outokumpu cautions you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that its actual results of operations, including their financial condition and liquidity and the development of the industries in which it and the members of its group operate, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this release.