Not for publication or distribution in or into Australia, Canada, Hong Kong, Japan, South Africa, the United States or any other jurisdiction in which the publication or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.
The Board of Directors of Componenta Corporation decided today, in addition to the executions of the share issue and the hybrid bond, to issue two new Finnish law governed notes (private placement) and to approve the subscriptions received by now. The amount of the unsecured notes to be directed to qualified investors and holders of the Company’s existing bond 2010 is EUR 15 - 25 million. The amount of subscriptions of the unsecured notes received by now is approximately EUR 22.3 million in total. The principal and interest of the bond 2010 may be used for payment of the subscriptions of the notes. The unsecured notes bear fixed interest at the rate of 10.75 per cent per annum, and the maturity is 3.5 years. The unsecured notes will later be listed on NASDAQ OMX Helsinki Ltd. The amount of the secured notes subscribed by a Finnish institutional investor is EUR 10 million, and the maturity is 3 years. The two notes replace the offering of the Swedish law governed senior unsecured bond announced earlier.
As the capital raised through the two new notes exceeds EUR 30 million, all prerequisites for the executions of the share issue and the hybrid bond are fulfilled, and the Board of Directors of the Company decided today to approve the subscriptions of the share issue and the hybrid bond.
The Company will use the capital raised through the share issue as well as the loan amounts of the hybrid bond and the two notes for refinancing and repayment of the bond 2010 expiring on 29 September 2013, for repayment of other interest bearing debt as well as for the Company’s general financing needs.
Componenta raised IFRS classified equity capital in these capital market transactions altogether EUR 28.8 million. This has approximately 6 per cent points positive impact on the Group’s equity ratio.
The cash funds invested into the company in these capital market transactions totalled EUR 22.6 million, which also includes the investments of EUR 4 million made by the Company’s two largest shareholders in the end of June 2013.
Share Issue
The Board of Directors of the Company approved the subscriptions of 7,038,051 new shares in the share issue, corresponding to a total of EUR 11,260,881.60, at the subscription price of EUR 1.60 per share. The subscribers are estimated to be informed in writing about the approval of subscriptions on 27 August 2013. Approved subscriptions must be paid no later than 30 August 2013 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 represent approximately 31.7 per cent of all of the Componenta shares and related voting rights before the share issue, and following the share issue, approximately 24.0 per cent of all of the Componenta shares and related voting rights.
The new shares subscribed in the share issue are estimated to be entered into the Trade Register on 11 September 2013. Trading with the new shares is estimated to commence on 12 September 2013. Following the share issue the number of the Company’s shares will increase by 7,038,051 shares up to 29,269,224 shares.
Hybrid Bond
The Board of Directors of the Company approved subscriptions of the hybrid bond, EUR 33,702,000.00 million in total. The subscribers of the hybrid bond are estimated to be informed in writing about the approval of subscriptions on 27 August 2013. Approved subscriptions must be paid no later than 30 August 2013 in accordance with the instructions provided together with the notice of approval of the place of subscription.
Payment of Subscriptions
The holders of the Company’s existing capital notes, the bond and the hybrid bond 2012 had the right to use the assets pertaining to the principals of the capital notes and the bonds receivable from the Company to pay the subscriptions, in the manner described in the terms and conditions of the share issue, the hybrid bond and the unsecured notes in more detail.
After the payment of the subscriptions, the remaining amounts of the Company’s capital notes and bond are the following: capital notes 2009 approximately EUR 1.3 million, capital notes 2010 approximately EUR 2.3 million, bond 2010 approximately EUR 4.0 million at the moment and hybrid bond 2012 approximately EUR 4.5 million.
The unpaid interest accrued on the loan units of the Company’s existing capital notes and bond and/or hybrid bond which were used as payment for subscriptions is estimated to be paid to the holders of the loan units in cash on 2 September 2013.
Alexander Corporate Finance Oy acts as arranger of the share issue, the hybrid bond and the two notes.
Componenta will give a new stock exchange release later today, if the subscriptions of the bond will change this afternoon during the remaining subscription period and should the final amount thus differ from the amount presented in this release.
Helsinki, 27 August 2013
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 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 the two notes. 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 notes, 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 notes. No representation or warranty, express or implied, is made by Alexander Corporate Finance Oy 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. Alexander Corporate Finance Oy does not assume 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.
