OUTOKUMPU OYJ STOCK EXCHANGE RELEASE March 31, 2014 at 6.45 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 665 million rights offering indicate that a total of 10,258,258,666 shares were subscribed for, representing approximately 123.5 percent of the 8,308,534,476 shares offered (the “offer shares”). Approximately 8,276,216,064 shares, or 99.6 percent of all offer shares, were subscribed for pursuant to subscription rights and approximately 1,982,042,602 shares, or 23.9 percent, were subscribed for without subscription rights in the secondary subscription.
The subscription period for the rights offering ended on March 26, 2014 and trading in interim shares (OUT1VN0114), representing the offer shares subscribed for pursuant to subscription rights, commenced on March 27, 2014. The interim shares will be combined with Outokumpu’s ordinary shares (OUT1V) when the offer shares have been registered with the Finnish Trade Register, which is expected to occur on or about April 7, 2014. Trading of the offer shares as ordinary shares on the official list of NASDAQ OMX Helsinki Ltd is expected to start from that same date.
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 offer shares subscribed for and recorded on the subscriber’s book-entry account directly as ordinary shares on or about April 7, 2014.
Outokumpu expects to announce the final results of the rights offering on April 4, 2014.
Danske Bank, Nordea and SEB acted as Joint Global Coordinators and Joint Bookrunners for the rights offering and BNP Paribas, Crédit Agricole CIB, J.P. Morgan and Swedbank acted as Joint Bookrunners.
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 Oyj 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 on the 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.
