THE OFFERING OF OUTOKUMPU TECHNOLOGY SHARES SUCCESSFULLY COMPLETED?THE OFFER PRICE SET AT EUR 12.50
OUTOKUMPU OYJ STOCK EXCHANGE RELEASE OCTOBER 9, 2006 AT 18.30 PM
Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan. THE OFFERING OF OUTOKUMPU TECHNOLOGY SHARES SUCCESSFULLY COMPLETED THE OFFER PRICE SET AT EUR 12.50 PER SHARE Outokumpu Oyj has decided that a total of 33 600 001 shares will be sold in the offering of Outokumpu Technology Oyj shares. The shares offered to investors correspond to 80 percent of the outstanding shares of Outokumpu Technology. The offering has been priced at EUR 12.50 per share. The net proceeds to Outokumpu from the offering will be some EUR 410 million. It is estimated that the sale of shares and fair valuation of the remaining stake in Outokumpu Technology would increase the total equity and reduce the net interest-bearing debt of Outokumpu Group by some EUR 380 million. The increase in the total equity of Outokumpu consists of the capital gain from the sale of the shares, entered in the income statement, totaling some EUR 300 million and the fair valuation of the remaining shares, recognised directly in the total equity. The transaction will be recorded in the fourth quarter results. Outokumpu Technology will be reported as a discontinued operation in Outokumpus consolidated financial statements as of the third quarter 2006 results, which will be published on October 23, 2006. Outokumpu will publish historical restated financial information taking into account the disposal of Outokumpu Technology shares on or about October 19, 2006. Says Juha Rantanen, CEO of Outokumpu: "The offering of Outokumpu Technology shares has now been successfully completed and the shares will start trading on the Helsinki Stock Exchange on October 10, 2006. I wish Outokumpu Technology fair winds on their journey as an independent listed company that is now starting. As for the Outokumpu Group, we are now truly a stainless steel company. The sale of Outokumpu Technology will enable us to focus all our energy to manage and develop the stainless business. The proceeds from the transaction will further improve our financial position and in its part pave our way to become the undisputed number one in stainless." It has been decided that 31 797 084 shares will be sold to institutional investors and that 1 802 917 shares will be sold to retail investors. Following the offering, Outokumpu Technology will have some 4 400 directly registered shareholders. The institutional offering was some 2.3 times oversubscribed. Outokumpu has granted Nordea Bank Finland Plc on behalf of the managers, an option exercisable at any time within thirty days after the commencement of the trading of the shares on the Helsinki Stock Exchange to purchase up to 3 360 000 additional shares in Outokumpu Technology solely to cover over-allotments at the price of EUR 12.50 per share. If this option is used in full, the net proceeds for Outokumpu from these shares will be some EUR 40 million. This, if exercised, will increase the capital gain recorded by Outokumpu by some EUR 30 million, however, not affecting the impact on the total equity. In the retail offering, purchase commitments were accepted in full. Participants in the retail offering will be sent a confirmation of accepted subscriptions on or about October 13, 2006. Excess payments made in connection with the purchase commitments will be returned to the bank accounts of investors on or about October 12, 2006. The listing of the shares of Outokumpu Technology is scheduled to begin on the pre-list of the Helsinki Stock Exchange on October 10, 2006 and on the official list on October 13, 2006. In connection with the offering, Nordea or its agents may (but will be under no obligation to), during a period of 30 days after the commencement of the trading of Outokumpu Technology shares on the Helsinki Stock Exchange, effect transactions which stabilize or maintain the market prices of the shares which might not otherwise prevail in the open market (stabilization). These activities may raise the market price of the shares above independent market levels or prevent or retard a decline in the market price of the shares. Such transactions may be effected on the Helsinki Stock Exchange or otherwise. There can be no assurance that such stabilization will be undertaken, and, if undertaken, such stabilization may be discontinued at any time and, in any event, will be discontinued 30 days after the commencement of the trading of the shares on the Helsinki Stock Exchange. Nordea may purchase a maximum of 5 040 000 shares in such transactions at a maximum price equaling the offer price for shares in the offering. After the termination of the stabilizing period, Nordea shall publish information on stabilization as required by law or applicable regulation. Stabilization follows the Commission Regulation (EC) No 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programs and stabilization of financial instruments. 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 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 o 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.