Not for publication or distribution in or into Australia, Canada, Hong Kong, Japan, South Africa, the United States or any other jurisdiction in which the publication or distribution would be unlawful.
Componenta Corporation’s (“the Company” or “Componenta”) Board of Directors decided on 16 August 2013 to execute a share issue directed for subscription by public in Finland (“the Share Issue”), as well as to offer a hybrid bond (“the Hybrid Bond”) and a new senior unsecured bond (“the New Senior Unsecured Bond”) for subscription by a limited group of selected investors (private placement). The purpose of the Share Issue and the bonds is to strengthen the Company’s financial position.
In the Share Issue, a maximum of 7,500,000 new shares in the Company (“New Shares”) were offered for subscription, at the subscription price of 1.60 euros per share. The subscription periods of the Share Issue and the Hybrid Bond ended today at 4.00 p.m.
A total of 7,038,051 New Shares were subscribed in the Share Issue, corresponding to a total of 11,260,881.60 euros. The subscriptions of the Hybrid Bond were 33,702,000.00 euros in total. The total subscriptions of the Share Issue and the Hybrid Bond exceed 17 million euros (excluding the conversions of the hybrid bond 2012 into the new Hybrid Bond), out of which over 10 million euros were subscribed in the Share Issue. The proportion of subscriptions of the Share Issue and the Hybrid Bond to be paid in cash exceeds 1.9 million euros in total. These prerequisites for executing the Share Issue are thus fulfilled. Furthermore, the prerequisite for the Share Issue is that the amount of capital to be raised through the New Senior Unsecured Bond is at least 30 million euros. The subscription period of the New Senior Unsecured Bond is estimated to end on 26 August 2013. The prerequisite for the Hybrid Bond is the execution of the Share Issue.
The Board of Directors will decide on the executions as well as on approvals of subscriptions of the Share Issue, the Hybrid Bond and the New Senior Unsecured Bond after the expiry of the subscription period of the New Senior Unsecured Bond on or about 27 August 2013. The subscribers of the Share Issue and the Hybrid Bond are estimated to be informed in writing about the approval of subscriptions on 27 August 2013.
The final results of the Share Issue, the Hybrid Bond and the New Senior Unsecured Bond are estimated to be announced on 27 August 2013.
Helsinki 23 August 2013
COMPONENTA CORPORATION
Heikki Lehtonen President and CEO
FURTHER INFORMATION:
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 545 million in 2012 and its share is listed on the NASDAQ OMX Helsinki. The Group employs approx. 4,300 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 in this communication is not for publication or distribution, directly or indirectly, wholly or in part, in or into Australia, Canada, Hong Kong, Japan, South Africa, the United States or any other jurisdiction in which it would be unlawful. The information contained in this communication shall 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.
This communication shall not constitute a direct or indirect offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities 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.
The information contained herein shall 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. The information contained herein 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 falling within Article 49(2) of the Order, and other persons to whom it may lawfully be communicated (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.
This communication is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, as amended, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive will be published in connection with any offering of securities, and will be available at locations receiving subscriptions for shares.
Any offer of securities that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Alexander Corporate Finance Oy is acting exclusively for Componenta Corporation and no one else in connection with the Share Issue and offering of the Hybrid Bond and Pareto Öhman AB is acting exclusively for Componenta Corporation and no one else in connection with the issue of the New Senior Unsecured Bond. They will not regard any other person (whether or not a recipient of this communication) as their respective clients in relation to the Share Issue, the Hybrid Bond and the New Senior Unsecured Bond, and will not be responsible to anyone other than Componenta Corporation for providing the protections afforded to their respective clients, nor for giving advice in relation to the Share Issue, the Hybrid Bond or the New Senior Unsecured Bond. No representation or warranty, express or implied, is made by Alexander Corporate Finance Oy or Pareto Öhman AB as to the contents, accuracy, completeness or verification of the information set forth in this communication, and nothing contained in this communication is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Neither Alexander Corporate Finance Oy nor Pareto Öhman AB assumes any responsibility for the contents, accuracy, completeness or verification of the communication 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 communication.
