2020-07-02 17:35:00 CEST

2020-07-02 17:35:04 CEST


REGULATED INFORMATION

English
Outokumpu Oyj - Inside information

Outokumpu launches a senior unsecured convertible bond offering of approximately EUR 130 million due 2025


NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, SOUTH AFRICA OR ITALY, OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES
WOULD BE PROHIBITED BY APPLICABLE LAW.

Outokumpu Oyj
Inside information
July 2, 2020 at 18.35 pm EEST

THIS STOCK EXCHANGE RELEASE AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,
SOUTH AFRICA, ITALY OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.

Outokumpu Oyj (“Outokumpu” or the “Company”) announces the launch of an offering
(the “Offering”) of senior unsecured convertible bonds due July 2025 (the “New
Convertible Bonds”) convertible into new and/or existing ordinary shares of
Outokumpu (the “Shares”) through an accelerated book building process to
institutional investors. The New Convertible Bonds are expected to be issued in
an aggregate initial principal amount of approximately EUR 130 million.

The contemplated transaction takes advantage of the current financing
environment and aims to optimise Outokumpu’s capital structure through the
issuance of the New Convertible Bonds. The issue of the New Convertible Bonds
will enable Outokumpu to extend its debt maturity profile and the proceeds from
the New Convertible Bonds will be used for general corporate purposes and
prepayment of debt.

New Convertible Bonds

The New Convertible Bonds will be issued at 100% of their principal amount of
EUR 100,000 per bond and – unless previously converted, repurchased or redeemed
– will be redeemed at par at maturity. The New Convertible Bonds are expected to
carry a coupon of 4.25% - 5.25% per annum payable semi-annually in arrear in
equal instalments on 9 January and 9 July each year, with the first interest
payment date being January 9, 2021. The initial conversion price is expected to
be set at a premium of 32.5% - 37.5% above the reference share price, which will
be equal to the placement price of the Shares in the Concurrent Accelerated
Bookbuilding (as defined and further described below). The conversion price will
be subject to (a) adjustments for any dividends in cash or in kind, as well as
(b) customary anti-dilution adjustments, pursuant to the terms and conditions of
the New Convertible Bonds.

The Shares underlying the New Convertible Bonds represent approximately 9% of
the total number of Outokumpu's issued and outstanding Shares immediately prior
to the Offering, subject to potential adjustments to the conversion price.

The Sole Global Coordinator will also conduct, concurrently with the placement
of the New Convertible Bonds, a simultaneous placement of existing Shares (the
“Concurrent Accelerated Bookbuilding”) on behalf of subscribers of the New
Convertible Bonds who wish to sell such Shares in short sales in order to hedge
the market risk of an investment in the New Convertible Bonds. The Company will
not receive any proceeds from the Concurrent Accelerated Bookbuilding.

The final terms of the New Convertible Bonds, including the initial conversion
price and the price of the Shares sold in the Concurrent Accelerated
Bookbuilding, are expected to be announced later today.

Settlement and delivery of the New Convertible Bonds is expected to take place
on or about 9 July, 2020. Outokumpu will submit an application to admit the New
Convertible Bonds to listing and trading on the Open Market (Freiverkehr)
segment of the Frankfurt Stock Exchange or on another internationally
recognized, regularly operating, regulated or non-regulated stock exchange by no
later than 90 days after the settlement date.

Outokumpu has agreed to a lock-up for a period commencing on the pricing date of
the Offering and ending 90 calendar days after the settlement date of the
Offering, subject to customary exceptions.

This stock exchange release does not constitute an offer or invitation to
subscribe the New Convertible Bonds and the Offering does not constitute a
public offering in any jurisdiction.

The distribution of this stock exchange release in certain jurisdictions may be
restricted by law. Persons into whose possession this stock exchange release
comes are required by Outokumpu and the Managers to inform themselves about and
to observe any such restrictions.

Inside information notice

This stock exchange release relates to the disclosure of information that
qualified, or may have qualified, as inside information within the meaning of
Article 7(1) of the EU Market Abuse Regulation (Regulation (EU) No. 596/2014)
(“MAR”).

Citigroup Global Markets Limited is acting as Sole Global Coordinator and Joint
Bookrunner for the Offering and BNP PARIBAS, Crédit Agricole Corporate and
Investment Bank, SEB Debt Capital Markets and Swedbank AB (publ) (in cooperation
with Kepler Cheuvreux S.A.) are acting as Joint Bookrunners (together with the
Sole Global Coordinator, the “Managers”).

Contact details of the Sole Global Coordinator and the Joint Bookrunners are as
follows:

Sole Global Coordinator and Joint Bookrunner:

Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
London E14 5LB
United Kingdom

Attn: Equity Syndicate Desk
Tel: + 44 20 7986 0015
Fax: + 44 20 3364 2134
E-mail: emeaecm.notices@citi.com

Attn: Equity-Linked Sales
Tel: +44 20 7986 0390
E-mail: gary.sheldon@citi.com

Joint Bookrunners:

BNP PARIBAS
4, rue d'Antin
75002 Paris
France

10 Harewood Avenue
London NW1 6AA
United Kingdom

Attn: Equity-linked Syndicate / Florence Sztuder
Tel.: +33 1 42 98 41 44
E-mail: florence.sztuder@bnpparibas.com

Attn: Equity-linked Sales / Nicolas Van Zon
Tel.: +44 207 595 87 63
E-mail: nicolas.vanzon@uk.bnpparibas.com


Crédit Agricole Corporate and Investment Bank
12, Place des Etats-Unis
CS 70052
95547 Montrouge Cedex
France

Attn: Equity Syndicate
Tel: +33 (0)1 41 89 71 10
E-mail: equity_syndicate@ca-cib.com

Skandinaviska Enskilda Banken AB (publ).
Kungsträdgårdsgatan 8
106 40
Stockholm, Sweden

Attn: DCM Syndicate
Tel.: +44 7880 78 39 98
E-mail:  DCMSyndicate@seb.se
Swedbank AB (publ) (in cooperation with Kepler Cheuvreux S.A.)
c/o Swedbank AB (publ), Finnish Branch
Mannerheimintie 14B, 8th floor
P.O. Box 1107
FIN-00101 Helsinki

Attn: Christine Wahlsten
Tel.: +358 207469163
E-mail: Christine.wahlsten@swedbank.com


For further information, please contact:

Media: Reeta Kaukiainen, EVP – Communications and IR, tel. +358 50 522 0924

Investors: Marja Mäkinen, VP, Investor Relations, tel. +358 40 671 2999

Pia Aaltonen-Forsell, CFO, tel. +358 40 563 3712

Outokumpu Group

Outokumpu is the global leader in stainless steel. We aim to be the best value
creator in stainless steel, through customer orientation and efficiency. The
foundation of our business is our ability to tailor stainless steel into any
form and for almost any purpose. Stainless steel is sustainable, durable and
designed to last forever. Our customers use it to create civilization’s basic
structures and its most famous landmarks as well as products for households and
various industries. Outokumpu employs 10,000 professionals in more than 30
countries, with headquarters in Helsinki, Finland and shares listed in Nasdaq
Helsinki. www.outokumpu.com

Important Information

No action has been taken by Outokumpu, the Managers or any of their respective
affiliates that would permit an offering of the New Convertible Bonds or the
Shares (both separately, a “Security” and together, the “Securities”) or
possession or distribution of this stock exchange release or any offering or
publicity material relating to the Offering or the Concurrent Accelerated
Bookbuilding or any of the Securities (together, “Offer Materials”) in any
jurisdiction where action for that purpose is required. Persons into whose
possession this stock exchange release or any other Offer Materials comes are
required by the Company and the Managers to inform themselves about, and to
observe, any such restrictions.

This stock exchange release and any other Offer Materials are not intended as
investment advice and under no circumstances are they to be used or considered
as an offer to sell, or a solicitation of an offer to buy, any Security nor a
recommendation to buy or sell any Security.

An investment in the Securities includes a significant degree of risk. Any
decision to purchase any of the Securities should only be made on the basis of
an independent review by a prospective investor of the Company’s publicly
available information and the terms of the Securities. Each person receiving
this stock exchange release or any other Offer Materials should consult his/her
professional advisers to ascertain the suitability of the Securities as an
investment. Neither the Managers nor any of their respective affiliates accept
any liability arising from the use of, or make any representation as to the
accuracy or completeness of, this stock exchange release or any other Offer
Materials or the Company’s publicly available information. The information
contained in this stock exchange release or any other Offer Materials is subject
to change in its entirety without notice up to the date of issue of the New
Convertible Bonds.

In connection with the Offering and the Concurrent Accelerated Bookbuilding, the
Managers and any of their respective affiliates may take up a portion of the New
Convertible Bonds in the Offering and/or may acquire Shares as a principal
position and in that capacity may retain, purchase, sell or offer to sell for
their own accounts such New Convertible Bonds, Shares and other securities of
the Company or its group or related investments in connection with the Offering,
the Concurrent Accelerated Bookbuilding or otherwise.

The Managers are acting on behalf of the Company and no one else in connection
with the Securities and will not be responsible to any other person for
providing the protections afforded to clients of the Managers or for providing
advice in relation to the Securities.

Potential investors who are in any doubt about the contents of this stock
exchange release or any other Offer Materials should consult their stockbroker,
bank manager, solicitor, accountant or other financial adviser. It should be
remembered that the price of Securities and the income from them can go down as
well as up.

THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE
REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN
ANY OTHER JURISDICTION. THE NEW CONVERTIBLE BONDS ARE BEING OFFERED AND SOLD
OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT. THIS STOCK EXCHANGE RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED
TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AND
THE UNITED KINGDOM (THE “UK”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN
THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS REGULATION (“QUALIFIED
INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION" MEANS
REGULATION (EU) 2017/1129, AS AMENDED.

PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS - THE NEW CONVERTIBLE BONDS
ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD
NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE
EEA OR IN THE UK WITHIN THE MEANING OF REGULATION (EU) NO 1286/2014 (AS AMENDED
OR SUPERSEDED, THE “PRIIPS REGULATION”). CONSEQUENTLY NO KEY INFORMATION
DOCUMENT UNDER THE PRIIPS REGULATION HAS BEEN PREPARED AND THEREFORE OFFERING OR
SELLING THE NEW CONVERTIBLE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY
RETAIL INVESTOR IN THE EEA OR IN THE UK MAY BE UNLAWFUL UNDER THE PRIIPS
REGULATION.

IN ADDITION, IN THE UNITED KINGDOM THIS STOCK EXCHANGE RELEASE IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) 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, AS AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
“RELEVANT PERSONS”). THIS STOCK EXCHANGE RELEASE MUST NOT BE ACTED ON OR RELIED
ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II)
IN ANY MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS STOCK EXCHANGE RELEASE RELATES
IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED
INVESTORS IN MEMBER STATES OF THE EEA.

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN:
(A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED
(“MIFID II”); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU)
2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER,
THE “MIFID II PRODUCT GOVERNANCE REQUIREMENTS”), AND DISCLAIMING ALL AND ANY
LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY
“MANUFACTURER” (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE
REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE NEW CONVERTIBLE BONDS
HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I)
THE TARGET MARKET FOR THE NEW CONVERTIBLE BONDS IS ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS
FOR DISTRIBUTION OF THE NEW CONVERTIBLE BONDS TO ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING
OR RECOMMENDING THE NEW CONVERTIBLE BONDS (A “DISTRIBUTOR”) SHOULD TAKE INTO
CONSIDERATION THE MANUFACTURER’S TARGET MARKET ASSESSMENT; HOWEVER, A
DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE NEW CONVERTIBLE BONDS (BY EITHER ADOPTING OR
REFINING THE MANUFACTURER‘S TARGET MARKET ASSESSMENT) AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY
CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE NEW
CONVERTIBLE BONDS OR THE CONCURRENT ACCELERATED BOOKBUILDING.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE:
(A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID
II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN,
OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE NEW
CONVERTIBLE BONDS.

THIS STOCK EXCHANGE RELEASE HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY
NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED
STATES, THE UNITED KINGDOM, ITALY, FRANCE OR ANY OTHER JURISDICTION, NOR HAS ANY
SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS STOCK
EXCHANGE RELEASE. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE
A CRIMINAL OFFENCE.