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 Board of Directors of Componenta has approved the subscriptions of the share issue resolved on 5 September 2014 by the Extraordinary General Meeting of Shareholders of the company.
The company will use the funds acquired by means of the share issue for the financing arrangements published on 15 August 2014, the purpose of which is to secure the continuity of the company’s operations by considerably strengthening the financial position of the company. The financing arrangements include, in addition to the share subscriptions now approved, also the share issue of EUR 15 million executed on 15 August 2014. By means of the executed share issues, the minimum amounts of funds to be raised through the share issues, which were the prerequisites for the financing agreements coming into force, are clearly exceeded.
The Board of Directors approved the subscriptions of 53,000,000 new shares, corresponding to an approximate total of EUR 83.6 million, out of which shares to be paid in cash were subscribed for approximately EUR 13.4 million. The average subscription price of the shares subscribed in the share issue was EUR 1.58 per share. If the share issue executed on 15 August 2014 is taken into account, the share subscriptions amounted up to EUR 98.6 million in total, and the average subscription price of the new shares was EUR 1.45 per share.
The new shares subscribed in this share issue represent approximately 119.7 per cent of all of the Componenta shares and related voting rights before the share issue, and following the share issue, approximately 54.5 per cent of all of the Componenta shares and related voting rights.
The subscribers are estimated to be informed in writing about the approval of subscriptions on 16 September 2014. Subscriptions to be paid in cash must be paid no later than 18 September 2014 in accordance with the instructions provided together with the notice of approval of the place of subscription.
The new shares subscribed in the share issue are estimated to be entered into the Trade Register on 25 September 2014. Trading with the new shares is estimated to commence on 26 September 2014. Following the share issue the number of the company’s shares will increase by 53,000,000 shares up to 97,269,224 shares.
The holders of the company’s Capital Notes 2009 and 2010, Hybrid Bonds 2012 and 2013, Unsecured Bond 2013 and Secured Bond 2013 had the right to use the loan and interest receivables from the company for the payment of the share subscription price in the manner described in the terms and conditions of the share issue in more detail. The principals and interests were used for share subscription payments for the value of approximately EUR 70.2 million in total and after that the remaining total sum of the company’s capital notes, corporate bonds and hybrid bonds is EUR 11.3 million.
Helsinki, 16 September 2014
COMPONENTA CORPORATION
Heikki Lehtonen President and CEO
For further information, please contact:
Heikki Lehtonen President and CEO tel. +358 10 403 2200
Mika Hassinen CFO tel. +358 10 403 2723
Componenta is a metal sector company with international operations and production plants located in Finland, Turkey, the Netherlands and Sweden. The net sales of Componenta were EUR 511 million in 2013 and its share is listed on the NASDAQ OMX Helsinki. The Group employs approx. 4,400 people. Componenta specializes in supplying cast and machined components and total solutions made of them to its global customers, who are manufacturers of vehicles, machines and equipment.
DISCLAIMERS
The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell securities to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful, including the USA, Australia, Canada, Hong Kong, South Africa and Japan. The company’s representatives assume no legal responsibility for such violations, regardless of whether the parties contemplating investing in securities are aware of these restrictions or not. Any securities that may be offered by the company will not be registered under the US Securities Act of 1933, nor under any securities legislation of any state in the United States, and they may not be offered, sold, resold, donated, delivered, distributed, bought or transferred in the United States or to US citizens or on behalf of US citizens, except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and any applicable state law legislation.
