OUTOKUMPU OYJ STOCK EXCHANGE RELEASE March 31, 2014 at 5.15 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.
Outokumpu Oyj has supplemented its prospectus dated March 6, 2014. The Finnish Financial Supervisory Authority has on March 31, 2014 approved the supplement to the prospectus which is attached hereto in full.
For more information:
Investors: Simone Cujai, tel. +49 203 488 07 279, mobile +49 172 298 4797
Media: Saara Tahvanainen, tel. +358 40 589 0223
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 on NASDAQ OMX Helsinki. www.outokumpu.com
DISCLAIMER
Each of Danske Bank, Nordea, SEB, BNP Paribas, Crédit Agricole CIB, J.P. Morgan, Swedbank 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 Danske Bank, Nordea, SEB, BNP Paribas, Crédit Agricole CIB, J.P. Morgan or Swedbank 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. Danske Bank, Nordea, SEB, BNP Paribas, Crédit Agricole CIB, J.P. Morgan and Swedbank 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. These written 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 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.
APPENDIX
Prospectus supplement, dated March 31, 2014:
This supplement may not be sent to any person in the United States, Canada, Australia, Hong Kong, South Africa or Japan or any other jurisdiction in which the distribution or release would be unlawful. Except as expressly noted in the prospectus, dated March 6, 2014, no offering has been made in or into any such countries.
Outokumpu Oyj (“Outokumpu” or the “Company”) supplements the prospectus dated March 6, 2014 relating to the offering (the “Offering”) of 8,308,534,476 new shares (the “Offer Shares”) with the following information. This information should be read in conjunction with the prospectus dated March 6, 2014.
On March 30, 2014, Outokumpu published the following stock exchange release:
Outokumpu announced today that the negotiations regarding the industrial plan have been successfully concluded with the employee representatives and unions in Germany. The industrial plan for Business Area EMEA Stainless was originally announced in October 2013, with a target of EUR 100 million annual savings, contributing to the overall annual synergy and cost savings of EUR 450 million in 2017.
“This is an important milestone in our journey towards sustainable profitability” said Outokumpu CEO Mika Seitovirta. “The agreement enables us to carry out the necessary restructuring and efficiency measures as planned. It also strengthens our commitment to Germany, the largest stainless steel market in Europe and home to many of our employees.”
Key elements of the agreement:
- Bochum meltshop will be closed in 2015, following a production transfer process that ensures continuation of high quality deliveries to customers after the Bochum closure
- Outokumpu invests EUR 108 million to the Krefeld cold rolling center in Germany between 2014 and 2016 through the ferritic production optimization (NIFO-project)
- Benrath cold rolling mill is expected to be closed in 2016 after the production transfer to Krefeld has been completed
This now agreed industrial concept results into a reduction of 1,000 jobs, thereby bringing the total reduction of jobs to 3,500 jobs globally by the end of 2017.
“The measures we are taking across our entire company are painful but necessary to return Outokumpu back to sustainable profitability, which is also the best way to safeguard jobs and future growth,” Seitovirta concluded.”
Investors’ Right to Cancel Their Subscriptions
Pursuant to the terms and conditions of the Offering, in the event that the prospectus is supplemented or amended due to an error or omission in the prospectus or due to material new information which, in each case, could be of material importance to investors, investors who have subscribed for the Offer Shares are entitled to withdraw their subscriptions in accordance with the Finnish Securities Markets Act (746/2012, as amended) within a minimum of two (2) business days from the publication of the supplement or amendment to the prospectus, which shall be March 31, 2014. The withdrawal right may only be used if the investor has committed to subscribe or subscribed for the Offer Shares prior to the publication of the supplement or amendment to the prospectus and provided that the error, omission or material new information that has resulted in the supplement or amendment has become known prior to delivery of the Offer Shares to the investor and, for the Offer Shares subscribed for pursuant to the subscription rights, the time when trading with the interim shares representing the Offer Shares begins.
Inasmuch as trading with the interim shares began on March 27, 2014, investors, who subscribed for Offer Shares based on subscription rights in the primary subscription, do not have a right to withdraw their subscription of the Offer Shares subscribed for in the primary subscription. The withdrawal right is only available to investors, who subscribed for Offer Shares in the secondary subscription, with regard to the Offer Shares subscribed for in the secondary subscription. A withdrawal of a subscription may only be made in respect of all of the Offer Shares the investor has subscribed for in the secondary subscription.
If an investor who has subscribed for Offer Shares without subscription rights in the secondary subscription wants to use its right to withdraw its subscription, the investor must inform the subscription place where the subscription was made of the cancellation of the subscription by 8:00 p.m. (EET) on April 2, 2014, however, taking into account the customary opening hours of such subscription place. The funds will be refunded without interest.
Rights Offering Timetable
As a result of this prospectus supplement and the withdrawal rights granted to investors mentioned above, the timetable for the Offering will be amended as follows (estimated timetable):
| Announcement of the preliminary results of the Offering | On or about March 31, 2014 |
| Final results announcement | On or about April 4, 2014 |
| Offer Shares are registered with the Trade Register | On or about April 7, 2014 |
| Interim Shares are combined with the existing shares | On or about April 7, 2014 |
| Trading in the Offer Shares commences on the Helsinki Stock Exchange | On or about April 7, 2014 |
| Refund of subscription payments, if Offer Shares are subscribed for without subscription rights but not allotted in full (payment date) | On or about April 10, 2014 |
