2008-11-04 08:27:00 CET
2008-11-04 13:44:13 CET
REGULATED INFORMATION
Ruukki Group Oyj - Interim report (Q1 and Q3)
INTERIM REPORT OF RUUKKI GROUP PLC FOR 1-9/2008
Ruukki Group Plc, Interim Report, 4 Nov 2008 at 9:27 a.m.
PROFITABILITY AND SHORT-TERM OUTLOOK OF WOOD PROCESSING BUSINESS WEAK, MINERALS
BUSINESS ACQUISITION FINALISED AFTER END OF REPORTING PERIOD
SUMMARY OF FINANCIAL PERFORMANCE
Revenue, continuing operations:
Actual 1-9/2008: EUR 171.1 million
Forecast 10-12/2008, wood processing businesses: about EUR 60.0 million
Forecast 11-12/2008, minerals business: about EUR 20.0 Me (according to
Turkish and Maltese accounting standards)
EBIT, continuing operations:
Actual 1-9/2008: EUR -35.9 million (total impairment EUR 30.3 million)
Forecast 10-12/2008, wood processing businesses: EUR 0.5 - 2.0 million
EBITDA, minerals business:
Forecast 11-12/2008: about EUR 7.0 million (according to Turkish and Maltese
accounting standards)
Net cash position on 30 Sep 2008: EUR 275.6 million (cash, interest-bearing
receivables and interest-bearing liabilities, net)
Ruukki Group's consolidated revenue from continuing operations during 1-9/2008
totalled EUR 171.1 million (1-9/2007: EUR 136.0 million). Revenue growth was
approximately 26 %. Comparable revenue for the first nine months of 2008 was
approximately 8 % lower year-on-year.
The business segments accounted for consolidated January-September revenue as
follows, presented as percentage share of total revenue from continuing
operations: Sawmill Business 43 % (33 %), Furniture Business 36 % (32 %), House
Building 21 % (31 %). Discontinued operations accounted for 6 % (8 %) of the
total Group revenue.
Approximately 53 % (1-9/2007: 41 %) of total revenue were for exports.
The operating profit (EBIT) from continuing operations for the period under
review was EUR -35.9 million (1-9/2007: EUR 9.8 million), or -21.0 % (7.2 %) of
revenue. The comparable operating profit was about EUR -8.0 million (EUR 9.7
million) when taking into account the effect of corporate restructurings and
impairment.
During January - September 2008 altogether EUR 30.3 million of impairment has
been recognised, of which EUR 27.7 million has been booked into third quarter.
Sawmill Business segment has generated negative results in both second and third
quarter due to demand slow-down and sales price decline, cost increases and
deteriorated market situation. The profitability of Furniture Business has,
especially during the third quarter, changed to very weak, and hence, currently
there are co-determination procedures for all the segment staff as well as
potential rationalisation and reorganisation measures in the process. The House
Building segment's relative profitability has remained at the historical levels,
but based on current level of new sales and order book the outlook for 2009 has
clearly worsened.
During the review period 1-9/2008 altogether EUR 16.3 million expenses and
impairment related to Russian investment projects and their preparation were
recognised. During the financial year 2007 expenses on Russian investment
projects' preparations recognised in the Group income statement totalled EUR 2.7
million during January - September 2007, and approximately EUR 3.5 million for
the full financial year 2007.
At the end of October the Group entered into minerals business by closing the
acquisition of RCS Limited's and Türk Maadin Sirketi A.S.'s shares, which will
impact Group income statement, balance sheet and cash flows as of the last
quarter of 2008. As cash consideration of the acquisition EUR 80 million was
paid to the seller at the end of October.
At the end of review period Group's net cash position, including cash as well as
interest-bearing receivables and debt, stood at EUR 275.6 million (30 Sep 2007:
EUR 318.3 million), and after the closing of minerals business acquisition at
approximately EUR 195 million.
GROUP KEY FIGURES, CONTINUING OPERATIONS, EUR MILLION
--------------------------------------------------------------------------------
| | Q3/2008 | Q3/2007 | 2007 |
--------------------------------------------------------------------------------
| | 9 months / | 9 months / | 12 months / |
| | 30 Sep | 30 Sep 2007 | 31 Dec 2007 |
| | 2008 | | |
--------------------------------------------------------------------------------
| Revenue | 171.1 | 136.0 | 197.1 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| EBIT, Finnish businesses | -19.5 | 12.5 | 18.9 |
--------------------------------------------------------------------------------
| EBIT, Russian investment projects | -16.3 | -2.7 | -3.5 |
--------------------------------------------------------------------------------
| Total operating profit (EBIT) | -35.9 | 9.8 | 15.4 |
--------------------------------------------------------------------------------
| % of revenue | -21.0 % | 7.2 % | 7.8 % |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Earnings before taxes | -27.8 | 11.1 | 19.1 |
--------------------------------------------------------------------------------
| % of revenue | -16.2 % | 8.1 % | 9.7 % |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Net profit | -29.9 | 7.8 | 13.7 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Return on equity, % *) | -10.0 % | 4.4 % | 5.8 % |
--------------------------------------------------------------------------------
| Return on capital employed, % *) | -7.1 % | 6.5 % | 8.0 % |
--------------------------------------------------------------------------------
| Equity ratio, % | 78.1 % | 84.6 % | 85.1 % |
--------------------------------------------------------------------------------
| Earnings per share, undiluted | -0.10 | 0.04 | 0.06 |
| (EUR) | | | |
--------------------------------------------------------------------------------
| Earnings per share, diluted (EUR) | -0.10 | 0.04 | 0.06 |
--------------------------------------------------------------------------------
| Equity per share, EUR | 1.32 | 1.39 | 1.41 |
--------------------------------------------------------------------------------
| Average number of shares, | 290,034 | 193,577 | 217,889 |
| undiluted (1,000) | | | |
--------------------------------------------------------------------------------
| Average number of shares, diluted | 299,387 | 196,864 | 221,432 |
| (1,000) | | | |
--------------------------------------------------------------------------------
| Number of shares outstanding, end | 290,034 | 290,034 | 290,034 |
| of period (1,000) | | | |
--------------------------------------------------------------------------------
*) when nine month's financial figures have been annualised
All the figures in the table above representing continuing operations, so all
the effects of the discontinued operations are excluded.
GROUP STRATEGY AND GUIDANCE FOR 2008
Ruukki Group's Board of Directors has redefined the Group strategy during the
second quarter of 2008. After the resolution at the end of October by the
Extraordinary General Meeting, and the related closing of the chrome ore and
ferrochrome business acquisition, the Group now has two main business areas:
wood processing business and minerals business. The main economic target set is
to optimise the return on capital employed.
Group's wood processing businesses, including the Group headquarters and Russian
investment projects, are expected to generate approximately EUR 60 million
revenue for the fourth quarter (10-12/2008), and correspondingly IFRS-based
operating profit (EBIT) is expected to be EUR 0.5 - 2.0 million for the same
period.
The chrome businesses acquired after the end of review period are consolidated
into Ruukki Group since November 2008. On local GAAP basis (Malta and Turkey)
those businesses are expected to generate revenue of around EUR 20 million for
November and December, and to have earnings before interest, taxes, depreciation
and amortisation (EBITDA) of around EUR 7 million for the two-month period.
CHAIRMAN AND CEO ALWYN SMIT:
- ”The profitability and outlook for our wood processing businesses have been
adversely affected by the global economic recession and especially by the
slow-down of wood products' demand. Our target in the Sawmill Business is to
continue the existing strategy focusing on specialisation and smaller scale
low-cost production. For the time being no large capacity reduction action has
been initiated, but we will actively monitor the situation. The preparations for
the Russian sawmill are also continued. Long-term fundamentals for the Sawmill
Business still remain intact.”
- ”Even though we have in various phases made efforts to increase the operations
efficiency, the Furniture Business is still not profitable. Consequently, we
have been forced to start co-determination negotiations concerning all personnel
of the segment, since the main customer is expected to considerably cut its
order volume. The Board of Directors of Ruukki Group Plc has decided that the
Furniture Business segment is a non-core operation, and hence has decided to
start processes to dispose of the shares in Incap Furniture Oy.”
- ”Although there is considerable uncertainty in House Building Business's next
years' demand due to deterioration of consumer confidence, decline in building
permits and general market conditions, our House Building Business has good
grounds for profitability due to the flexible business model adopted and high
margins demonstrated by the past performance.”
- ”The specialised nature of RCS Limited's products allows us to have a positive
outlook for the next months in the ferrochrome business despite the general
downturn in alloys and minerals markets. The expansion into chrome ore and
ferrochrome businesses, finalised at the end of October, is a significant
structural change for Ruukki Group.”
PRESS AND ANALYSTS BRIEFING
Ruukki Group Plc holds a conference call on 4 November 2008 at 4:00 p.m. Finnish
time in English. Chairman and CEO Alwyn Smit will present the interim report.
Moreover, at 12:00 p.m. Finnish time a press and analysts briefing will be held
at Event Arena Bank premises at the address Unioninkatu 20, 00130 Helsinki. To
attend these events please register via email to marjo.lonka@ruukkigroup.fi.
Further instructions to participate in the conference call will be given after
registration.
For any further information, please contact:
Alwyn Smit
Chairman of the Board and CEO
Ruukki Group Plc
Telephone +358 50 442 1663 / +41 7960 19094
www.ruukkigroup.fi
Ruukki Group Plc's shares are listed on OMX Nordic Exchange Helsinki in which
the shares of the Company are traded in the mid cap segment, in the industrials
sector.
This Interim Report is based on translation into English of a document written
in Finnish. In case there would be any potential discrepancies, inconsistencies
or inaccuracies, the Finnish version of the Interim Report shall prevail.
RUUKKI GROUP PLC: INTERIM REPORT, 1 JANUARY - 30 SEPTEMBER 2008
KEY EVENTS DURING THE THIRD QUARTER (1 JUL - 30 SEP 2008)
Cost savings action implemented in investment projects
As part of the targeted cost-saving actions, the number of Russian investment
projects' staff at the Group headquarters was adjusted down. Moreover, ongoing
activity and use of external consultants has been scaled down for the time
being. Therefore, the run-rate of costs is expected to go down to major effect.
Care Services segment divestment finalised
The transaction to dispose of the Care Services segment was closed in the
beginning of July. The business has been presented in the Group income statement
as a discontinued operation. The net gain on disposal was about EUR 12.2
million. According to the transaction, Ruukki Group Plc's receivables from the
sold subsidiary have been converted into non-interest-bearing vendor notes,
whose total nominal amount is about EUR 3.8 million, given to the buyer to be
paid back in arrears over the next three years. Moreover, Ruukki Group Plc has
until the end of 2012 a call option to buy up to 5 % of the buyer's shares.
Decisions by Extraordinary General Meeting on 11 July 2008
Ruukki Group Plc's Extraordinary General Meeting was held in Espoo on Friday 11
July 2008. The number of Board members was decided to be five. Markku Kankaala
and Alwyn Smit were re-elected to the Board. Tom Borman, Esa Hukkanen and Jelena
Manojlovic were elected as new Board members. After the Extraordinary General
Meeting the Board organised itself so that Alwyn Smit was elected as the
Chairman of the Board. The Extraordinary General Meeting resolved the
compensation of the Board of Directors as follows: Chairman of the Board EUR
30,000 per month, and EUR 5,000 per month for each member. The position of the
Chairman is full-time.
Changes in the Group management
As published on 22 July, Ruukki Group Plc`s Chief Executive Officer and Managing
Director Matti Vikkula and the company agreed to terminate the service agreement
of Mr. Vikkula effective as of 31 July 2008. Referring to the stock exchange
release on 4 August 2008, Tom Borman resigned from the Board. The Board of
Directors of Ruukki Group Plc made the following decisions related to the
Company's and Group's management structure as published on 12 September 2008.
Alwyn Smit was elected as Ruukki Group Plc`s Chief Executive Officer and
Managing Director. Alwyn Smit will for the time being continue in his role as
the Chairman of the Board as well. Alwyn Smit and Jelena Manojlovic were elected
to form the Company's Audit Committee. At the same instance, it was decided that
the Company will have two Deputy CEOs to assist Alwyn Smit: Jukka Havia, a
Deputy CEO being responsible for Finance and Acquisitions, and Antti Kivimaa, a
Deputy CEO being responsible for Finnish wood processing businesses.
Majority of Selka-line Oy divested
Ruukki Group's metal industry subsidiary Alumni Oy sold on 29 August 2008 about
80.6 % of the share capital of Selka-line Oy, a company operating in metal
contract furniture and furniture component business, to the company's managing
director Ismo Räty. Ruukki Group's share in the company decreased from 100 % to
19.4 %, and Selka-line was consolidated into Ruukki Group up until the end of
August. The sales price of the shares was EUR 10 thousand and the gain on
disposal about EUR 150 thousand. The revenue of Selka-line totalled
approximately EUR 2.9 million in 2007 and operating profit was slightly
positive. Ruukki Group estimates that transaction will not have a significant
effect on Group's income statement or balance sheet.
Rationalisation measures started in Furniture Business
As published on 2 September, Ruukki Group's furniture business area (Incap
Furniture) has decided to streamline operations to improve efficiency and
profitability. Furthermore, at the end of September it was decided to start
co-determination negotiations related to all of segment's employees due to
financial and production-related reasons. With these measures the segment
targets to ensure continuity and competitiveness of the business that has
generated losses. Based on main customer's declined volume forecast it is
possible that significant scaling down might have to be enforced on both
factories and employees.
Strengthening of House Building Business
Ruukki Group Plc's Board of Directors decided in September to strengthen the
current House Building Business segment's operations by redeeming all the
minority shareholder's shares in its subsidiary and by acquiring the business of
Gloria House Finland Oy. Ruukki Group Plc acquired 9.9 % of Pohjolan Design-Talo
Oy from Kimmo Kurkela, the managing director of Pohjolan Design-Talo Oy, with
about EUR 6.1 million cash consideration. After the transaction, Ruukki Group
Plc owns all the shares in Pohjolan Design-Talo Oy. Moreover, Pohjolan
Design-Talo Oy entered into a preliminary agreement to acquire, by the end of
2008 at the latest, all the business operations and related intellectual
property rights of Gloria House Finland Oy, with a fixed cash consideration of
EUR 0.3 million.
KEY EVENTS AFTER THE THIRD QUARTER (ON OR AFTER 1 OCTOBER 2008)
Decisions by Extraordinary General Meeting on 7 October 2008
Ruukki Group Plc's Extraordinary General Meeting was held in Espoo on Tuesday 7
October 2008. The number of Board members was decided to be six. Esa Hukkanen,
Markku Kankaala, Jelena Manojlovic and Alwyn Smit were re-elected to the Board.
Thomas Hoyer and Terence McConnachie were elected as new Board members. The
Extraordinary General Meeting resolved the compensation of the Board of
Directors as follows: Chairman of the Board EUR 7,500 per month, and EUR 5,000
per month for each member.
Decisions by Extraordinary General Meeting on 28 October 2008
Ruukki Group Plc's Extraordinary General Meeting was held in Espoo on Tuesday 28
October 2008. The Extraordinary General Meeting decided, according to the
proposal of the Board, on execution of acquisition related to chrome and
ferrochrome operations so that Ruukki Group Plc shall purchase about 99.999 %
and its subsidiary Rekylator Oy about 0.001 % of the shares of a Maltese Company
called RCS Limited from a company called Kermas Limited and Ruukki Group Plc
shall purchase approximately 98.75 % of the shares of a Turkish company called
Türk Maadin Sirketi A.S. from Kermas Limited. Ruukki Group Plc pays as a
purchase consideration EUR 80 million in cash at the closing and as a potential
additional earn-out purchase consideration, 50 % of the combined net profit of
RCS and TMS during a five year period covering financial years 2009 - 2013. In
any case the maximum total earn-out consideration is EUR 150 million. In
addition, the transaction includes among other things a long-term ferrochrome
toll manufacturing agreement between RCS Limited and German Elektrowerk
Weisweiler GmbH, a put option for two years related to the shares of Turkish
Türk Maadin Sirketi A.S. and a call option related to the shares of Elektrowerk
Weisweiler GmbH after five years.
The Extraordinary General Meeting decided, according to the proposal of the
Board, on issuing a maximum total of 73,170,731 option rights to Kermas Limited
related to additional earn-out purchase consideration of the aforementioned
acquisition. The option rights will be issued without consideration and they
will entitle the recipients to subscribe for a maximum total of 73,170,731
shares in Ruukki Group Plc. The share subscription price per share is EUR 2.30
(dividend adjustment). The subscription period for the shares occurs annually
within 30 business days after the approval of the additional earn-out purchase
consideration and matures on December 31, 2014.
The Extraordinary General Meeting decided to authorise the Board of Directors to
decide on the acquiring of own shares and transferring of acquired own shares
for a maximum amount of 19,000,000 shares. These authorisations are valid for
two years.
The Extraordinary General Meeting decided, according to the proposal of the
Board, and in deviation from the shareholders´ pre-emptive right of
subscription, on giving in total maximum 2,900,000 option rights to the
company's CEO Alwyn Smit. The option rights would entitle the owner to subscribe
in total maximum 2,900,000 new shares or shares that are in the possession of
the company. The subscription price of the option rights is EUR 2.30 per share
(dividend adjustment). The share subscription period for 1,450,000 stock options
commences on October 1, 2009 and for 1,450,000 stock options on October 1, 2010.
The subscription period matures on December 31, 2015.
Closing of the chrome business acquisition
Ruukki Group Plc's Board has, based on resolution by Extraordinary General
Meeting on 28 October, at the end of October finalised and closed the
acquisition of chrome ore and ferrochrome businesses, and hence paid EUR 80
million in cash to Kermas Limited as purchase consideration. The business
acquired will form a segment to be reported separately, and it will have effect
from November on the consolidated Group revenue, results, financial position and
cash flows.
Expansion of the pallet business
Oplax Oy, a subsidiary of Ruukki Group's sawmill business segment, has on 31
October 2008 entered into agreement to acquire the entire share capital of PSL
Räinä Oy, which operates in wooden loading pallets business and is located in
Rovaniemi. The closing of the transaction will take place in early November.
Revenue of PSL Räinä Oy reached approximately EUR 2.0 million in 2007 and there
were 9 employees. Räinä's carpentry business is excluded from the transaction.
Decision to start processes targeted to disposing of Furniture Business
After the review period, Ruukki Group Plc's Board has classified Furniture
Business as non-core, and hence decided to start processes in order to partially
or fully dispose of the shares Ruukki Group owns in Incap Furniture Oy.
DEVELOPMENT BY BUSINESS SEGMENT
SAWMILL BUSINESS
The Sawmill Business segment specialises in the efficient processing of softwood
logs from Northern Finland into various timber products for both domestic and
export markets. The construction industry forms the business area's main
customer segment in both Finland and elsewhere, because the Group's products are
very well suited to house building thanks to their strength properties.
Revenue and operating profit (EBIT) of the Sawmill Business segment:
--------------------------------------------------------------------------------
| EUR MILLION | 1-9/2008 | 1-9/2007 | 7-9/2008 | 7-9/2007 | 1-12/2007 |
--------------------------------------------------------------------------------
| Revenue | 73.2 | 45.0 | 22.9 | 15.8 | 59.4 |
--------------------------------------------------------------------------------
| EBIT | -13.1 | 6.0 | -12.5 | 1.8 | 6.4 |
--------------------------------------------------------------------------------
| EBIT margin | -17.9 % | 13.3 % | -54.7 % | 11.6 % | 10.8 % |
--------------------------------------------------------------------------------
Quarterly and annual revenue for the Sawmill Business segment as from 1 Jan
2007:
--------------------------------------------------------------------------------
| EUR million | 7-9/2008 (3 | 4-6/2008 | 1-3/2008 |
| | mths) | (3 mths) | (3 mths) |
--------------------------------------------------------------------------------
| Revenue | 22.9 | 28.1 | 22.2 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| EUR million | 10-12/200 | 7-9/2007 | 4-6/2007 | 1-3/2007 | 1-12/2007 |
| | 7 | (3 mths) | (3 mths) | (3 mths) | (12 mths) |
| | (3 mths) | | | | |
--------------------------------------------------------------------------------
| Revenue | 14.4 | 15.8 | 16.6 | 12.6 | 59.4 |
--------------------------------------------------------------------------------
From March 2007 Oplax Oy, which produces wooden pallets, and from February 2008
Junnikkala subgroup have been consolidated into Sawmill Business segment's
figures.
Quarterly and annual EBIT for the Sawmill Business segment as from 1 Jan 2007:
--------------------------------------------------------------------------------
| EUR | 7-9/0 | 4-6/0 | 1-3/0 | 10-12/ | 7-9/0 | 4-6/07 | 1-3/0 | 1-12/0 |
| million | 8 | 8 | 8 | 07 | 7 | (3mth) | 7 | 7 |
| | (3mth | (3mth | (3mth | (3mth) | (3mth | | (3mth | (12mth |
| | ) | ) | ) | | ) | | ) | ) |
--------------------------------------------------------------------------------
| EBIT | -0.6 | -0.7 | 0.1 | 0.4 | 1.8 | 2.4 | 1.4 | 6.0 |
| excluding | | | | | | | | |
| one-off | | | | | | | | |
| items | | | | | | | | |
--------------------------------------------------------------------------------
| EBIT, | -11.9 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.4 | 0.4 |
| one-off | | | | | | | | |
| items * | | | | | | | | |
--------------------------------------------------------------------------------
| Total | -12.5 | -0.7 | 0.1 | 0.4 | 1.8 | 2.4 | 1.8 | 6.4 |
| EBIT | | | | | | | | |
--------------------------------------------------------------------------------
* the following has been included in the one-off items: in Q3/2008 EUR 11.9
million impairment, and in Q1/2007 the realised insurance compensation of EUR
0.4 million
The volume in cubic meters of sawn wood production:
--------------------------------------------------------------------------------
| | 1-9/2008 | 1-9/2007 | 7-9/2008 | 7-9/2007 | 1-12/2007 |
--------------------------------------------------------------------------------
| ‘000 m3 | 224 | 130 | 55 | 42 | 180 |
--------------------------------------------------------------------------------
In the Sawmill Business segment sawn timber market prices have considerably
declined compared to the end of 2007; based on information published by Finnish
Forest Research Institute (METLA) at the end of October, the pine sawn timber
prices have declined about 30 % year-on-year, whereas the prices of pine logs
went down only by about half of sales price decline. Unfavourable price
development combined with lower demand of wood products in both Finland and
abroad, has clearly had adverse effect on profitability. The capacity cuts and
production stoppages in Finland by major sawmill companies, as published at the
end of October, will considerably diminish the supply of sawn timber, which
somewhat alleviates the short-term market situation. The sales prices of
by-products have developed favourably. Since significant portion of Group's
sales of sawn timber is directed to export markets, the strong exchange rate
fluctuation triggered by international financial crisis have also both directly
and indirectly, via relative competitiveness, negatively affected profitability.
So far Ruukki Group has cut its sawn timber production only to minor extent. The
expansion and efficiency investments at Oulainen mill will be finalised by the
end of this year, whereafter the production capacity is increased. The
operations of the saw mills have been more closely integrated within the Sawmill
Business segment and related to other Ruukki Group's wood processing businesses.
Furthermore, Sawmill Business segment is investigating how to make the raw
material procurement more efficient with potentially new co-operation models.
Since the house building sector, in both Finland and abroad, is a significant
customer segment for Ruukki Group's sawmills, new solutions are sought after in
both customers and their geographical split.
The profitability of pallet business has remained good and growth in revenue has
met expectations. After the review period the pallet business has been
strengthened by the agreed acquisition of PSL Räinä Oy.
In the income statement of the segment EUR 11.8 million impairment on goodwill
and EUR 0.1 million impairment on machinery has been recognised. Impairments
have been recognised due to external and internal indications and based on
future cash flow forecasts under the current market situation.
At the end of September 2008 the Sawmill Business segment employed a total of
202 employees (30 Sep 2007: 97).
FURNITURE BUSINESS
The Furniture Business segment manufactures solid wood, ready-to-assemble
furniture operating as a contract manufacturer for large global furniture
chains. As the business segment's revenue at the end of the review period
consists almost fully of sales for a single customer, the customer concentration
risk is particularly high.
Revenue and operating profit (EBIT) of the Furniture Business segment:
--------------------------------------------------------------------------------
| EUR million | 1-9/2008 | 1-9/2007 | 7-9/2008 | 7-9/2007 | 1-12/2007 |
--------------------------------------------------------------------------------
| Revenue | 60.9 | 43.7 | 18.4 | 19.2 | 68.7 |
--------------------------------------------------------------------------------
| EBIT | -9.6 | -0.4 | -10.7 | 1.0 | 2.6 |
--------------------------------------------------------------------------------
| EBIT margin | -15.7 % | -1.0 % | -58.5 % | 5.3 % | 3.8 % |
--------------------------------------------------------------------------------
Quarterly and annual revenue for the Furniture Business segment as from 1 Jan
2007 (as subsidiary from 1 Mar 2007):
--------------------------------------------------------------------------------
| EUR million | 7-9/2008 (3 | 4-6/2008 | 1-3/2008 |
| | mths) | (3 mths) | (3 mths) |
--------------------------------------------------------------------------------
| Revenue | 18.4 | 21.5 | 21.1 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| EUR million | 10-12/200 | 7-9/2007 | 4-6/2007 | 1-3/2007 | 1-12/2007 |
| | 7 | (3 mths) | (3 mths) | (3 mths) | (12 mths) |
| | (3 mths) | | | | |
--------------------------------------------------------------------------------
| Revenue | 25.7 | 19.2 | 19.5 | 5.0 | 68.7 |
--------------------------------------------------------------------------------
Quarterly and annual EBIT for the Furniture Business segment as from 1 Jan 2007
(as subsidiary from 1 Mar 2007):
--------------------------------------------------------------------------------
| EUR | 7-9/0 | 4-6/0 | 1-3/0 | 10-12/ | 7-9/0 | 4-6/07 | 1-3/0 | 1-12/0 |
| million | 8 | 8 | 8 | 07 | 7 | (3mth) | 7 | 7 |
| | (3mth | (3mth | (3mth | (3mth) | (3mth | | (3mth | (12mth |
| | ) | ) | ) | | ) | | ) | ) |
--------------------------------------------------------------------------------
| EBIT | -2.0 | -1.3 | 0.7 | 0.8 | -1.0 | -0.2 | -1.2 | -1.6 |
| excluding | | | | | | | | |
| one-off | | | | | | | | |
| items | | | | | | | | |
--------------------------------------------------------------------------------
| EBIT, | -8.7 | 0.9 | 0.9 | 2.3 | 2.0 | 0.0 | 0.0 | 4.3 |
| one-off | | | | | | | | |
| items * | | | | | | | | |
--------------------------------------------------------------------------------
| Total | -10.7 | -0.4 | 1.6 | 3.1 | 1.0 | -0.2 | -1.2 | 2.6 |
| EBIT | | | | | | | | |
--------------------------------------------------------------------------------
* One-off items fully relate to the June 2007 fire at the Lestijärvi mill: the
figure in the table above is the net of insurance compensation and impairment on
destroyed assets; moreover during Q3/2008 EUR 8.1 million impairment has been
recognised and EUR 0.6 million of costs been booked related to discontinued LEGO
product line and closure of factory in the Ruukki municipality
The operating profitability of the third quarter 2008 excluding one-off items
has been negative due to production restructuring and inefficiencies as well as
due to increased costs. Furniture Business segment is currently reviewing
various ways to enhance the efficiency and profitability of its operations,
which may impact the future role of its current production facilities and their
output.
During the third quarter it was decided that the factory located in Ruukki is to
be closed down and that LEGO product line is discontinued. Of these actions EUR
0.6 million costs have been recognised.
The liquidity situation of the segment has so far remained fair. There is an
ongoing, unfinished investment programme totalling around EUR 2 million, which
focuses on renewing and modernising production equipment and which is expected
to be finalised by the end of the year. Due to inferior profitability the
segment is in breach of certain debt financing covenants. Moreover, since
considerable losses has been realised, the equity of Incap Furniture might need
to be corrected by its shareholders.
In the income statement of the segment EUR 1.7 million impairment on goodwill,
EUR 2.4 million impairment on buildings, EUR 3.6 million impairment on machinery
and EUR 0.4 million on other intangible assets has been recognised. These
write-downs are based on Ruukki Group Plc's Board's resolution on furniture
business restructuring initiatives and on estimated future cash flows under
current market circumstances. Any future potential disposal, either partially or
fully, of the shares in segment's parent company may result in different outcome
than the one used by Ruukki Group Plc's Board.
There were totally 330 employees employed by the segment at the end of September
(30 Sep 2007: 430).
HOUSE BUILDING
The House Building business segment specialises in the design, manufacture and
assembly of ready-to-move-in detached wooden houses in the whole Finland. The
business area's main customers are Finnish families and private persons.
The House Building business area has delivered wooden ready-to-move-in houses to
customers as follows:
--------------------------------------------------------------------------------
| 1-9/2008 | 1-9/2007 | 7-9/2008 | 7-9/2007 | 1-12/2007 |
--------------------------------------------------------------------------------
| 265 | 327 | 81 | 106 | 473 |
--------------------------------------------------------------------------------
Revenue and operating profit (EBIT) of the House Building segment:
--------------------------------------------------------------------------------
| EUR million | 1-9/2008 | 1-9/2007 | 7-9/2008 | 7-9/2007 | 1-12/2007 |
--------------------------------------------------------------------------------
| Revenue | 36.6 | 42.4 | 11.8 | 14.4 | 62.4 |
--------------------------------------------------------------------------------
| EBIT | 7.1 | 8.6 | 2.2 | 3.0 | 13.3 |
--------------------------------------------------------------------------------
| EBIT margin | 19.4 % | 20.2 % | 18.8 % | 20.8 % | 21.4 % |
--------------------------------------------------------------------------------
The revenue from ready-to-move-in houses delivered by the business area is
recognised upon delivery to the customer, for which reason sites in progress
have no effect on the Group's revenue or profit.
The volume of delivered houses during January-September 2008 was about one fifth
lower than the corresponding volume during the same period last year. According
to the data published by Statistics Finland the amount of building permits is
still strongly decreasing. Moreover, the general deterioration of economic
situation and prevailing uncertainty have affected the sales, the level of which
has been weak and led to decline in order book.
There were totally 119 employees employed by the segment at the end of September
2008 (30 Sep 2007: 121).
INVESTMENT PROJECTS
Despite the decision to cut down fixed expenses of the segment in the third
quarter, the forest industry projects being pursued in Russia are in the
investigation and preparation phase.
The technical design work on the Russian sawmill project has been finalised by
the end of September, and the sawmill machinery and equipment are temporarily
stored. Negotiations are ongoing to locate the Group's sawmill into relative
vicinity of the border of Finland and Russia. Since the time schedule, execution
method nor execution probability are not known for sure at the moment, and as
there is no binding agreement on the originally targeted debt financing for the
sawmill project, Ruukki Group Plc's Board has evaluated the fair value of these
assets already paid for being less than their book value. Hence about half of
the value of these assets has been written down in third quarter income
statement.
As for the pulp mill project, Ruukki Group monitors the general price and demand
development in the global pulp market, and searches for industrial and financial
partners to implement the project. The recent development in the international
financial markets can significantly affect how and when the pulp project is to
be carried out.
During the third quarter the litigation processes against the Kostroma region's
administration were decided to be discontinued.
Quarterly and annual EBIT for the Investment Projects segment as from 1 Jan
2007:
--------------------------------------------------------------------------------
| EUR | 7-9/0 | 4-6/0 | 1-3/0 | 10-12/ | 7-9/0 | 4-6/07 | 1-3/0 | 1-12/0 |
| million | 8 | 8 | 8 | 07 | 7 | (3mth) | 7 | 7 |
| | (3mth | (3mth | (3mth | (3mth) | (3mth | | (3mth | (12mth |
| | ) | ) | ) | | ) | | ) | ) |
--------------------------------------------------------------------------------
| EBIT | -1.2 | -3.0 | -1.8 | -0.8 | -0.3 | -1.5 | -0.9 | -3.5 |
| excluding | | | | | | | | |
| one-off | | | | | | | | |
| items | | | | | | | | |
--------------------------------------------------------------------------------
| EBIT, | -7.8 | -1.8 | -0.7 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| one-off | | | | | | | | |
| items * | | | | | | | | |
--------------------------------------------------------------------------------
| Total | -9.0 | -4.8 | -2.5 | -0.8 | -0.3 | -1.5 | -0.9 | -3.5 |
| EBIT | | | | | | | | |
--------------------------------------------------------------------------------
* the one-off items above consist of EUR 2.5 million impairment during
Q1-Q2/2008 on previously capitalised expenses due to the decision to cancel the
implementation of Kostroma investment projects and EUR 7.8 million during
Q3/2008, of which EUR 1.0 million related to assets located in Kostroma region
The total irrevocable commitments, excluding any VAT, on the delivery and
assembly of the equipment are approximately EUR 26 million, of which about half
has already been paid. The machinery and equipment purchases and design work for
the Russian sawmill, excluding administrative and other survey expenses, have
generated a total of about EUR 6.9 million fixed assets under construction into
the consolidated balance sheet at the end of the review period after taking into
account the realised impairment.
OTHER OPERATIONS
Of the revenue not recognised in separately reported segments majority relates
to the Group's metal industry subgroup. Associated companies have been
consolidated in the Group financial statements by applying the equity method.
The income from associates for 1-9/2008 has been positive, but less than EUR 0.1
million, which includes EUR 0.4 million impairment on the shares of associates.
In addition, for the shares in Selka-line Oy still owned by Ruukki Group Plc
after the disposal of the majority in Selka-line EUR 0.3 write-down has been
booked. The Group's parent company generated most of the expenses, also
including non-cash option expenses, presented in the Other Operations category.
OUTLOOK FOR THE FUTURE
Ruukki Group's Board of Directors has redefined the Group strategy during the
second quarter of 2008. After the resolution at the end of October by the
Extraordinary General Meeting, and the related closing of the chrome ore and
ferrochrome business acquisition, the Group now has two main business areas:
wood processing business and minerals business. The main economic target set is
to optimise the return on capital employed.
Group's wood processing businesses, including the Group headquarters and Russian
investment projects, are expected to generate approximately EUR 60 million
revenue for the fourth quarter (10-12/2008), and correspondingly IFRS-based
operating profit (EBIT) is expected to be EUR 0.5 - 2.0 million for the same
period.
The chrome businesses acquired after the end of review period are consolidated
into Ruukki Group since November 2008. On local GAAP basis (Malta and Turkey)
those businesses are expected to generate revenue of around EUR 20 million for
November and December, and to have earnings before interest, taxes, depreciation
and amortisation (EBITDA) of around EUR 7 million for the two-month period.
Economic growth has been stalling globally because of ramifications from e.g.
higher energy prices and financial turmoil. Therefore, general indicators of
business development are not favourable from the macroeconomic perspective
especially for the cyclical wood-processing industries. The recent announcements
by competitors in the wood products industry on production stoppages and
capacity cut-downs will diminish the market demand-supply imbalance, and will
probably in their part have favourable effect on the future sales price
development. The uncertainty and restructurings prevailing in global financial
markets and in banking sector can considerably affect the availability of
financing, which might change or delay the implementation of investments.
Future outlook for each segment's market
Market development in sawmill sector
In case the production volume in house building market declines in the future,
it is expected to have negative effect on the deliveries of sawn wood and
further processed products into construction and roof truss industry customers
both in Finland and in export markets. The probability and change momentum of
this development has increased recently.
The pressures on raw material availability will be somewhat alleviated due to
production limitation measures by the competitors. According to Finnish Sawmills
association's estimate the production volume in Finnish sawmills would decrease
by about 20 % both this and next year compared to year before. It is probable
that especially for the sawmills situated in the Eastern parts of Finland raw
material procurement is to be more difficult due to Russian wood customs duties.
The development of foreign exchange rates can worsen the competitiveness of
Finnish sawmills, for example compared to Swedish sawmills, which has already
been seen over the past months.
Side products, particularly chips, sales have effect on the profitability of
sawmill sector, which can be negatively affected by further close-downs in
Finnish pulp capacity. On the other hand, since the end-products and by-products
of sawmill business are environmentally friendly and tie carbon dioxide that
would otherwise be emitted to the atmosphere, there can be business
opportunities over the long-term in products targeting building and household
sectors.
Raw material prices have not gone down at the same rate as the sales prices;
consequently, the relative profitability of the sawmills has steeply declined.
This development is expected to be levelling off, but probably no swift change
will be seen.
As the sawmill business ties up a lot of capital, in case the difficult
situation in international financial markets is not fast normalised, it is
possible the business can be guided or restricted by the availability and terms
of financing.
Ruukki Group's Sawmill Business operations are continued with previous volume
levels, but the changes in market situation are closely monitored and reacted
to.
Market development in furniture sector
In general large-scale furniture production in Finland has generally declined
during the last years, and many bankruptcies have taken place. The customer
risks are typically considerable, and when general economic downturn has started
it is probable that the sales or structure of sales change quickly, which can
have adverse effects.
Ruukki Group's Furniture Business is facing challenging circumstances with large
losses being realised, and consequently the continuity, business model and
ownership arrangements are being considered actively. It is possible that the
business can not be continued in its current form or volume or at all. Based on
Ruukki Group Board's resolution, the Furniture Business segment is considered
non-core, and divestment processes have been started.
Market development in house building sector
The delivery volumes in the Finnish detached family house sector is expected to
clearly decline in the future, inter alia based on decrease in granted building
permits' numbers and recent announcements by industry associations and
competitors.
The future development of inflation, interest rates and consumer confidence,
which according to Finnish statistics has recently dipped fast, can further
lower the volume of new sales, even though regional differences can be
substantial.
Even though ready-to-move-in houses are expected to gain market share from other
house packages, the deep short-term decline in market demand will affect and
decrease the future delivery volumes of Ruukki Group's House Building Business
segment, at least on the next year's demand. It is expected that the relative
profitability would to some extent be lower than previously due to increase of
fixed costs' share of total costs and due to decrease in economies of scale in
synergy and other benefits related to total volume.
RISKS RELATED TO OPERATIONS, CHANGES DURING AND AFTER THE REVIEW PERIOD
The rapid dispersion into Europe of the uncertainty prevailing in international
financial markets with all of its ramifications, as well as the deterioration of
general economic situation, have swiftly and adversely affect the profitability
and future outlook of Group's wood products businesses. It is possible that
either capacity or its utilisation have to be restricted temporarily or on more
permanent basis.
Should the international financial crisis be prolonged, it is possible that the
Group equity ratio target of 40 %, as set by Ruukki Group Plc's Board, cannot be
reached during the next few years, but that equity financing is more
predominantly used than previously assumed. This could limit Group's investment
or acquisition opportunities. On the other hand, based on the strong equity
ratio, the Group could be able, if needed, to benefit from restructuring
opportunities arising from market changes.
Since financial institutions' situation has changed, the amount and significance
of counterparty risk related to deposits are more important, which can affect
liquidity management. Group cash reserves have previously been invested into
low-risk short-maturity deposits, but the number of counterparties might have to
be increased or terms of deposits to be changed. So far no counterparty risks
have been materialised and there is no indication of it going forward. Changes
in interest rates can significantly affect Group's net income, since to major
extent both interest-bearing receivables as well as debt are entered into on
floating rate basis. In addition, since exchange rates have fluctuated a lot
recently, these exchange rate movements can affect the effective yield on
deposits denominated in foreign currency; these deposits have accounted for less
than 10 % of the total.
The expansion into minerals business that was finalised and closed after the end
of review period will on one hand diversify Group's business risk, which before
that transaction has almost fully been related to wood processing operations. On
the other hand, the significance as well as direct and indirect effect of
exchange rate risks is increased, since new subsidiaries and their customers are
abroad. In addition, the exchange rate changes can have adverse effect on Ruukki
Group's domestic wood processing businesses' competitiveness. New chrome ore and
ferrochrome businesses expose the Group to new raw material risks, the hedging
of which via derivatives or otherwise might not be possible. The global market
prices of metals and minerals have also during the past months fluctuated very
fast, which will make it more difficult to forecast future.
Currently the Furniture Business segment is to very large extent depending on
single customer, which under current phase of business cycle can create major
negative economic ramifications, in case the amount or terms of its orders
change.
There are post merger integration risks related to the finalised chrome ore and
ferrochrome acquisition. Furthermore, it is possible the significance of key
employees at the Group headquarters or at the subsidiaries can be emphasised,
both since Group headquarters' staff do not have chrome business expertise and
since the number of key employees is quite limited compared to the expanded
Group operations.
In addition to the above mentioned issues and aspects, the risk factors
presented in the previously published 2008 interim reports, to the extent
relevant to the current Group structure, affect or can affect Group's risk
position.
CHANGES IN PLEDGES AND CONTINGENT LIABILITIES DURING OR AFTER REVIEW PERIOD
During the review period 1-9/2008, Group's interest-bearing debt has decreased
by a total of about EUR 1.6 million. The interest-bearing debt balance at 30
September 2008 totalled EUR 54.9 million of which EUR 20.2 million was
short-term debt and EUR 34.7 million long-term debt. On 30 September 2008, the
Group companies had given company pledges as collateral for loans and other
liabilities totalling approximately EUR 24.5 million (EUR 13.3 million on 31 Dec
2007). The total amount of property pledges is approximately EUR 20.1 million
(EUR 11.1 million on 31 Dec 2007). Moreover, Group companies have pledged
machinery as collateral for machinery and equipment purchases; these machinery
pledges totalled about EUR 6.3 million at the end of the review period. The
Group's parent company has given a total of EUR 5.0 million in direct-liability
guarantees for the financing of Group companies (EUR 5.0 million on 31 Dec
2007). The amount of debt and guarantees given has increased to major extent due
to the acquisition of Junnikkala subgroup and due to investments on fixed assets
carried out in Sawmill Business segment.
The total commitments at the end of the review period related to rental and
operating lease totalled approximately EUR 10.2 million (EUR 14.0 million on 31
Dec 2007). The amount of these commitments has decreased during the review
period mainly due to disposal of Care Services business segment.
On 30 September 2008, the net worth of forward exchange rate agreements' nominal
value totalled about EUR 16.2 million (EUR 0.9 million on 31 Dec 2007), and the
related unrealised exchange rate loss was about EUR 1.1 million (on 31 Dec 2007:
EUR 0.0 million).
The irrevocable commitments and liabilities, not paid at the end of review
period, related to Ruukki Group's Russian sawmill project and investments of
domestic sawmills total about EUR 17.4 million, of which approximately EUR 12.4
million relates to the Russian projects. These liabilities arise due to the
machinery and equipment of the sawmill planned to be constructed in Russia and
due to expanding domestic sawmills' kiln capacity and efficiency. The previously
mentioned domestic capital expenditures are expected to be realised fully within
the financial year 2008. In addition the group company Oplax Oy has made
investment commitments of EUR 2.6 million during the review period.
After the end of review period, Ruukki Group Plc has finalised and closed the
minerals business acquisition in conjunction of which the Group has committed
itself to a maximum EUR 8.0 million intercompany loan to the acquired Turkish
subsidiary, in case economic and technical preconditions of those investments
are met and hence the investment carried out.
Based on the debt financing of the Furniture Business segment, and the
agreements with financial institutions, the financial performance of the
Furniture Business segment, as recognised according to Finnish generally
accepted accounting principles, has been slightly below the targets set by
financing covenants. Therefore, at the end of September, the Furniture Business
segment is technically in breach of debt covenants, which might lead to negative
consequences such as to additional financing costs or partial refinancing or
adversely affecting the financial or operational conditions of the business.
At the end of October an acquisition has been agreed upon in the pallet business
with approximately EUR 0.5 million purchase consideration. Moreover, in the
House Building Business segment a preliminary agreement has been signed on
potential acquisition of the business of Gloria House Finland Oy; however, it is
not certain if that transaction will be finalised.
The Board of Ruukki Group Plc has agreed, based on authorisation given by 31
March 2008 Annual General Meeting, to start share buy-back program of company's
own shares so that the buy-back starts on 5 November 2008 and so that a maximum
of 10,000,000 own shares are bought.
There were synthetic options related to previous CEO Matti Vikkula's incentive
scheme. No payments have been made based on those synthetic options and all
commitments thereby have lapsed by the end of review period.
MOST SIGNIFICANT RELATED PARTY TRANSACTIONS DURING OR AFTER REVIEW PERIOD
Personnel expenses including incentive schemes' option expenses and other
expenses and excluding the related social expenses for members of Ruukki Group
Plc's Board and top management, totalled about EUR 1.5 million for the period
1-9/2008 (during 1-9/2007 correspondingly approximately EUR 0.8 million).
The Group's parent company has paid a total of EUR 1.3 million in dividends
(during previous year EUR 1.7 million) to related parties based on the dividend
payout decision by Annual General Meeting on 31 March 2008. Furthermore, Group
companies have paid about EUR 1.1 million dividends to the related parties that
are minority shareholders of those companies.
The Group's parent company has loan and other receivables from persons belonging
to Group management, from entities controlled by those persons, totalling
approximately EUR 0.1 million. Moreover, there is about EUR 1.4 million
receivable from parent company's ex-CEO.
During the third quarter Ruukki Group Plc acquired 9.9 % of the shares in
Pohjolan Design-Talo Oy, parent company of Ruukki Group's House Building
Business, from its Managing Director Kimmo Kurkela. The cash consideration
agreed upon totalled approximately EUR 6.1 million, of which EUR 4.2 million was
paid to Mr. Kurkela by the end of the review period.
Ruukki Group sold, during the third quarter, altogether about 80.6 % of Group's
subsidiary Selka-line Oy to that subsidiary's Managing Director.
After the review period, based on 28 October 2008 resolutions by Extraordinary
General Meeting, Ruukki Group Plc paid Kermas Limited EUR 80 million in cash as
purchase consideration for the acquisition of chrome ore and ferrochrome
businesses. In addition, Ruukki Group Plc granted Kermas Limited a total of
73,170,731 option rights related to potential future earn-out consideration,
whose payment is conditional upon realised financial performance. Kermas Limited
is, via its subsidiary, a major shareholder in Ruukki Group Plc, and is
committed to acquire on its own name altogether 15,000,000 Ruukki Group Plc's
shares with a five-year lock-up commitment.
The Extraordinary General Meeting decided on 28 October 2008 to grant Alwyn
Smit, Chairman of the Board and CEO of Ruukki Group Plc, altogether 2,900,000
option rights with EUR 2.30 exercise price (with dividend adjustment).
PENDING LEGAL AND ADMINISTRATIVE PROCESSES
Ruukki Group Plc and its subsidiaries have received final tax inspection reports
for the fiscal years 2004-2006. Altogether EUR 0.2 million additional taxes have
therefore been recognised in Group income statement. There are still open,
unresolved issues related to these tax inspections where the tax authorities and
Ruukki Group has different views, which might later adversely affect Group's
financial position if these processes cause expenses, additional taxes or other
detrimental ramifications.
The Board of Directors of Ruukki Group Plc has decided to end all the legal
processes, started earlier and based on the premature cancellation of the
Kostroma investment projects against Kostroma region's administration.
FINANCIAL TABLES
FINANCIAL DEVELOPMENT BY SEGMENT, SUMMARY (EUR MILLION)
--------------------------------------------------------------------------------
| EUR MILLION | Revenue | Revenue | Revenue | Revenue | Revenue |
| | 1-9/2008 | 1-9/2007 | 7-9/2008 | 7-9/2007 | 1-12/2007 |
--------------------------------------------------------------------------------
| Sawmill business | 73.2 | 45.0 | 22.9 | 15.8 | 59.4 |
--------------------------------------------------------------------------------
| Furniture business | 60.9 | 43.7 | 18.4 | 19.2 | 68.7 |
--------------------------------------------------------------------------------
| House building | 36.6 | 42.4 | 11.8 | 14.4 | 62.4 |
--------------------------------------------------------------------------------
| Investment projects | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
--------------------------------------------------------------------------------
| Other operations | 3.1 | 5.8 | 0.5 | 1.7 | 8.7 |
--------------------------------------------------------------------------------
| Eliminations and | -2.8 | -1.0 | -0.8 | -0.1 | -2.1 |
| unallocated items | | | | | |
--------------------------------------------------------------------------------
| Continuing | 171.1 | 136.0 | 52.7 | 51.0 | 197.1 |
| operations total | | | | | |
--------------------------------------------------------------------------------
| Discontinued | 10.2 | 12.3 | 0.0 | 4.3 | 16.8 |
| operations | | | | | |
--------------------------------------------------------------------------------
| Group total | 181.3 | 148.3 | 52.7 | 55.3 | 213.9 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| EUR MILLION | EBIT | EBIT | EBIT | EBIT | EBIT |
| | 1-9/2008 | 1-9/2007 | 7-9/2008 | 7-9/2007 | 1-12/2007 |
--------------------------------------------------------------------------------
| Sawmill business | -13.1 | 6.0 | -12.5 | 1.8 | 6.4 |
--------------------------------------------------------------------------------
| Furniture business | -9.6 | -0.4 | -10.7 | 1.0 | 2.6 |
--------------------------------------------------------------------------------
| House building | 7.1 | 8.6 | 2.2 | 3.0 | 13.3 |
--------------------------------------------------------------------------------
| Investment projects | -16.3 | -2.7 | -9.0 | -0.3 | -3.5 |
--------------------------------------------------------------------------------
| Other operations | -4.0 | -1.7 | -1.8 | -0.6 | -3.9 |
--------------------------------------------------------------------------------
| Eliminations and | 0.0 | 0.1 | -0.0 | -0.2 | 0.5 |
| unallocated items | | | | | |
--------------------------------------------------------------------------------
| Continuing | -35.9 | 9.8 | -31.8 | 4.7 | 15.4 |
| operations total | | | | | |
--------------------------------------------------------------------------------
| Discontinued | 12.8 | 0.6 | 12.2 | 0.3 | 0.3 |
| operations | | | | | |
--------------------------------------------------------------------------------
| Group total | -23.1 | 10.4 | -19.6 | 5.1 | 15.7 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| % | EBIT | EBIT | EBIT | EBIT | EBIT |
| | margin | margin | margin | margin | margin |
| | 1-9/2008 | 1-9/2007 | 7-9/2008 | 7-9/2007 | 1-12/2007 |
--------------------------------------------------------------------------------
| Sawmill business | -17.9 | 13.3 | -54.7 | 11.6 | 10.8 |
--------------------------------------------------------------------------------
| Furniture business | -15.7 | -1.0 | -58.5 | 5.3 | 3.8 |
--------------------------------------------------------------------------------
| House building | 19.4 | 20.2 | 18.8 | 20.8 | 21.4 |
--------------------------------------------------------------------------------
| Continuing | -21.0 | 7.2 | -60.3 | 9.3 | 7.8 |
| operations total | | | | | |
--------------------------------------------------------------------------------
| Discontinued | 125.2 | 5.2 | N/A | 7.3 | 1.6 |
| operations | | | | | |
--------------------------------------------------------------------------------
| Group total | -12.7 | 7.0 | -37.1 | 9.1 | 7.3 |
--------------------------------------------------------------------------------
GOODWILL BY SEGMENT, EUR MILLION
--------------------------------------------------------------------------------
| | 30 Sep | % | 30 Sep | % | 31 Dec | % |
| | 2008 | | 2007 | | 2007 | |
--------------------------------------------------------------------------------
| Sawmill Business | 0.0 | 0 % | 6.4 | 18 % | 6.6 | 19 % |
--------------------------------------------------------------------------------
| Furniture | 0.0 | 0 % | 1.7 | 5 % | 1.7 | 5 % |
| Business | | | | | | |
--------------------------------------------------------------------------------
| House Building | 25.4 | 100 % | 19.5 | 56 % | 19.5 | 56 % |
--------------------------------------------------------------------------------
| Investment | 0.0 | 0 % | 0.0 | 0 % | 0.0 | 0 % |
| Projects | | | | | | |
--------------------------------------------------------------------------------
| Other Operations | 0.0 | 0 % | 1.7 | 5 % | 1.4 | 4 % |
--------------------------------------------------------------------------------
| Discontinued | 0.0 | 0 % | 5.7 | 16 % | 5.7 | 16 % |
| Operations | | | | | | |
--------------------------------------------------------------------------------
| Group total | 25.4 | 100 % | 35.1 | 100 % | 34.9 | 100 % |
--------------------------------------------------------------------------------
CONSOLIDATED INCOME STATEMENT SUMMARY, EUR THOUSAND
--------------------------------------------------------------------------------
| | 1 Jan - | 1 Jan - | 1 Jul - | 1 Jul - | 1 Jan - |
| | 30 Sep | 30 Sep | 30 Sep | 30 Sep | 31 Dec |
| | 2008 | 2007 | 2008 | 2007 | 2007 |
--------------------------------------------------------------------------------
| | 9 | 9 months | 3 months | 3 months | 12 months |
| | months | | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Continuing | | | | | |
| operations | | | | | |
--------------------------------------------------------------------------------
| Revenue | 171 104 | 135 977 | 52 735 | 50 969 | 197 093 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Other operating | 3 237 | 3 468 | 570 | 1 678 | 6 841 |
| income | | | | | |
--------------------------------------------------------------------------------
| Operating expenses | -171 | -123 368 | -54 350 | -46 579 | -179 743 |
| | 550 | | | | |
--------------------------------------------------------------------------------
| Depreciation and | -8 342 | -4 356 | -2 888 | -1 213 | -7 134 |
| amortisation | | | | | |
--------------------------------------------------------------------------------
| Share of profit of | 27 | -740 | -180 | -83 | -623 |
| associates | | | | | |
--------------------------------------------------------------------------------
| Impairment | -30 328 | -1 184 | -27 682 | -35 | -1 034 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Operating profit | -35 852 | 9 798 | -31 795 | 4 738 | 15 400 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Financial income and | 8 048 | 1 279 | 2 283 | 1 733 | 3 715 |
| expense | | | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Profit before tax | -27 803 | 11 077 | -29 511 | 6 471 | 19 115 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Income tax | -2 114 | -3 300 | -613 | -687 | -5 381 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Net profit from | -29 917 | 7 777 | -30 124 | 5 783 | 13 734 |
| continuing | | | | | |
| operations | | | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Discontinued | | | | | |
| operations | | | | | |
--------------------------------------------------------------------------------
| Net profit from | 12 564 | 337 | 12 239 | 230 | -54 |
| discontinued | | | | | |
| operations | | | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Net profit | -17 354 | 8 114 | -17 885 | 6 014 | 13 680 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Profit attributable | | | | | |
| to | | | | | |
--------------------------------------------------------------------------------
| equity shareholders | -17 451 | 7 286 | -17 679 | 5 712 | 12 651 |
--------------------------------------------------------------------------------
| minority interests | 97 | 829 | -206 | 302 | 1 030 |
--------------------------------------------------------------------------------
| Total | -17 354 | 8 114 | -17 886 | 6 014 | 13 680 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Earnings per share (counted from profit attributable to equity | |
| shareholders): | |
--------------------------------------------------------------------------------
| basic (EUR), | -0.10 | 0.04 | | | 0.06 |
| continuing operations | | | | | |
--------------------------------------------------------------------------------
| diluted (EUR), | -0.10 | 0.04 | | | 0.06 |
| continuing operations | | | | | |
--------------------------------------------------------------------------------
| basic (EUR), | 0.04 | 0.00 | | | 0.00 |
| discontinued | | | | | |
| operations | | | | | |
--------------------------------------------------------------------------------
| diluted (EUR), | 0.04 | 0.00 | | | 0.00 |
| discontinued | | | | | |
| operations | | | | | |
--------------------------------------------------------------------------------
The effective income tax rate recognised in Group income statement during
1-9/2008 is above the average statutory rate due to impairment on assets, and
the losses of the Furniture Business and Russian subsidiaries, of which no tax
assets have been recognised due to low probability of their utilisation.
Furthermore, altogether EUR 0.2 million of income taxes related to previous
fiscal years have been recognised.
CONSOLIDATED BALANCE SHEET SUMMARY, EUR THOUSAND
--------------------------------------------------------------------------------
| | | 30 Sep | 30 Sep | 31 Dec |
| | | 2008 | 2007 | 2007 |
--------------------------------------------------------------------------------
| ASSETS | | | | |
--------------------------------------------------------------------------------
| Non-current assets | | | | |
--------------------------------------------------------------------------------
| Investments and intangible assets | | | |
--------------------------------------------------------------------------------
| Goodwill | | 25 436 | 35 095 | 33 422 |
--------------------------------------------------------------------------------
| Investments in associates | | 1 666 | 1 570 | 1 702 |
--------------------------------------------------------------------------------
| Other intangible assets | | 6 293 | 6 288 | 5 807 |
--------------------------------------------------------------------------------
| Investments and intangible assets | 33 394 | 42 952 | 40 931 |
| total | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Property, plant and | | 66 962 | 34 856 | 37 516 |
| equipment | | | | |
--------------------------------------------------------------------------------
| Other non-current assets | | 5 985 | 728 | 3 209 |
--------------------------------------------------------------------------------
| Non-current assets total | | 106 342 | 78 536 | 81 656 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Current assets | | | | |
--------------------------------------------------------------------------------
| Inventories | | 33 473 | 32 772 | 29 635 |
--------------------------------------------------------------------------------
| Receivables | | 37 071 | 34 558 | 29 955 |
--------------------------------------------------------------------------------
| Held to maturity | | 220 072 | | 131 212 |
| investments | | | | |
--------------------------------------------------------------------------------
| Other investments | | 767 | 3 682 | 176 112 |
--------------------------------------------------------------------------------
| Cash and cash equivalents | | 108 565 | 356 049 | 48 527 |
--------------------------------------------------------------------------------
| Current assets total | | 399 947 | 427 061 | 415 440 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Assets held for sale | | 0 | 0 | 2 893 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Total assets | | 506 289 | 505 597 | 499 990 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| EQUITY AND LIABILITIES | | | | |
--------------------------------------------------------------------------------
| Shareholders' equity | | | | |
--------------------------------------------------------------------------------
| Share capital | | 23 642 | 23 642 | 23 642 |
--------------------------------------------------------------------------------
| Share premium reserve | | 25 740 | 25 740 | 25 740 |
--------------------------------------------------------------------------------
| Revaluation reserve | | 969 | 757 | 969 |
--------------------------------------------------------------------------------
| Paid-up unrestricted equity reserve | 340 690 | 340 690 | 340 690 |
--------------------------------------------------------------------------------
| Retained earnings | | -8 555 | 13 404 | 18 614 |
--------------------------------------------------------------------------------
| Shareholders' equity | | 382 486 | 404 233 | 409 655 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Minority interest | | 1 161 | 2 560 | 1 995 |
--------------------------------------------------------------------------------
| Total equity | | 383 647 | 406 793 | 411 650 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Liabilities | | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Non-current liabilities | | 55 622 | 32 514 | 29 188 |
--------------------------------------------------------------------------------
| Current liabilities | | | | |
--------------------------------------------------------------------------------
| Prepayments | | 14 969 | 24 823 | 16 481 |
--------------------------------------------------------------------------------
| Other current liabilities | | 52 051 | 41 468 | 42 086 |
--------------------------------------------------------------------------------
| Current liabilities total | | 67 021 | 66 291 | 58 566 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Liabilities classified as held for | 0 | 0 | 585 |
| sale | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Total liabilities | | 122 642 | 98 804 | 88 340 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Total equity and | | 506 289 | 505 597 | 499 990 |
| liabilities | | | | |
--------------------------------------------------------------------------------
SUMMARY OF CASH, INTEREST-BEARING RECEIVABLES AND INTEREST-BEARING LIABILITIES,
EUR THOUSAND
--------------------------------------------------------------------------------
| Cash and cash | 30 Sep 2008 | 30 Sep 2007 | 31 Dec 2007 |
| equivalents | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Cash and cash | 108,565 | 356,049 | 48,527 |
| equivalents, total | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Interest-bearing | 30 Sep 2008 | 30 Sep 2007 | 31 Dec 2007 |
| receivables | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Current | 220,213 | 3,682 | 131,462 |
--------------------------------------------------------------------------------
| Non-current | 1,725 | 203 | 1,986 |
--------------------------------------------------------------------------------
| Interest-bearing | 221,939 | 3,885 | 133,448 |
| receivables, total | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Interest-bearing | 30 Sep 2008 | 30 Sep 2007 | 31 Dec 2007 |
| liabilities | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Current | 20,153 | 18,708 | 15,991 |
--------------------------------------------------------------------------------
| Non-current | 34,745 | 22,915 | 23,958 |
--------------------------------------------------------------------------------
| Interest-bearing | 54,898 | 41,622 | 39,949 |
| liabilities, total | | | |
--------------------------------------------------------------------------------
After the end of review period Ruukki Group Plc has paid EUR 80.0 million in
cash as purchase consideration of its minerals business acquisition, which has
significant effect to Group's cash reserves. It is possible that the Group could
possibly partially finance that payment with debt, but there are no agreements
nor commitments thereby. Moreover, since the Board of Directors of the Company
has decided on share buy-back, a maximum of 10,000,000 its own shares, that can
considerably tie Group's cash and its effect will be depending on the share
price development.
Net cash position of the Group was at the end of September 2008 EUR 275.6
million (cash plus interest-bearing receivables minus interest-bearing debt),
corresponding to about EUR 0.95 per share. If the previously mentioned EUR 80.0
million paid as purchase consideration for the chrome business acquisition was
deducted from cash, the net cash per share would have been about EUR 0.67 per
share.
SUMMARY OF GROUP'S PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS, EUR
THOUSAND
--------------------------------------------------------------------------------
| | Property, plant | Intangible |
| | and equipment | assets |
--------------------------------------------------------------------------------
| Acquisition cost 1 Jan 2008 | 49,351 | 44,411 |
--------------------------------------------------------------------------------
| Additions | 54,970 | 8,846 |
--------------------------------------------------------------------------------
| Disposals | -4,723 | -2,130 |
--------------------------------------------------------------------------------
| Acquisition cost 30 Sep 2008 | 99,598 | 51,127 |
--------------------------------------------------------------------------------
| | | |
--------------------------------------------------------------------------------
| Acquisition cost 1 Jan 2007 | 23,412 | 37,847 |
--------------------------------------------------------------------------------
| Additions | 23,472 | 7,743 |
--------------------------------------------------------------------------------
| Disposals | -336 | -94 |
--------------------------------------------------------------------------------
| Acquisition cost 30 Sep 2007 | 46,548 | 45,495 |
--------------------------------------------------------------------------------
CONSOLIDATED CASH FLOW STATEMENT SUMMARY, EUR THOUSAND
--------------------------------------------------------------------------------
| | 1 Jan - | 1 Jan - | 1 Jan - |
| | 30 Sep | 30 Sep 2007 | 31 Dec 2007 |
| | 2008 | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Net profit | -17 451 | 7 286 | 12 651 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Adjustments to net profit | 15 150 | 8 270 | 7 161 |
--------------------------------------------------------------------------------
| Changes in working capital | 3 598 | -11 491 | -14 029 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Net cash from operating activities | 1 297 | 7 286 | 5 783 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Cash flows from investing | | | |
| activities | | | |
--------------------------------------------------------------------------------
| Acquisition of subsidiaries and | -11 559 | -5 087 | -6 487 |
| associates | | | |
--------------------------------------------------------------------------------
| Payment of earn-out liabilities and | -114 | -7 480 | -8 358 |
| exercises of call options related | | | |
| to acquisitions | | | |
--------------------------------------------------------------------------------
| Disposal of subsidiaries and | 11 465 | 7 067 | 7 068 |
| associates | | | |
--------------------------------------------------------------------------------
| Capital expenditures and other | -25 283 | -6 173 | -6 337 |
| investing activities | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Net cash used in investing | -25 492 | -12 392 | -14 114 |
| activities | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Cash flows from financing | | | |
| activities | | | |
--------------------------------------------------------------------------------
| Share issues | 0 | 337 609 | 337 609 |
--------------------------------------------------------------------------------
| Dividends paid | -12 501 | -5 154 | -5 493 |
--------------------------------------------------------------------------------
| Deposits | -88 360 | 0 | -133 851 |
--------------------------------------------------------------------------------
| Other investments | 173 562 | 0 | -173 360 |
--------------------------------------------------------------------------------
| Interest received, other than | 7 039 | 0 | 3 940 |
| operations related | | | |
--------------------------------------------------------------------------------
| Proceeds from borrowings | 13 809 | 8 889 | 10 630 |
--------------------------------------------------------------------------------
| Repayment of borrowings, and other | -9 302 | -3 377 | -7 386 |
| financing activities | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Net cash used in financing | 84 248 | 337 967 | 32 089 |
| activities | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Net increase in cash and cash | 60 053 | 329 639 | 23 758 |
| equivalents | | | |
--------------------------------------------------------------------------------
SUMMARY OF THE CHANGES IN SHAREHOLDERS' EQUITY OF THE GROUP, IN THOUSAND EUROS
--------------------------------------------------------------------------------
| A = Share capital |
--------------------------------------------------------------------------------
| B = Share premium reserve |
--------------------------------------------------------------------------------
| C = Fair value and revaluation reserves |
--------------------------------------------------------------------------------
| D = Paid-up unrestricted equity reserve |
--------------------------------------------------------------------------------
| E = Translation reserve |
--------------------------------------------------------------------------------
| F = Retained earnings |
--------------------------------------------------------------------------------
| G = Equity attributable to shareholders, total |
--------------------------------------------------------------------------------
| H = Minority interest |
--------------------------------------------------------------------------------
| I = Total equity |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| | A | B | C | D | E | F | G | H | I |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Shareholder | 23 | 24 | 0 | 424 | 0 | 9 512 | 57 | 1 591 | 59 |
| s' equity 1 | 018 | 712 | | | | | 665 | | 256 |
| Jan 2007 | | | | | | | | | |
--------------------------------------------------------------------------------
| Net profit | | | | | | 7 286 | 7 286 | 829 | 8 114 |
| 1-9/2007 | | | | | | | | | |
--------------------------------------------------------------------------------
| Free | | | | 1 | | | 1 035 | | 1 035 |
| directed | | | | 035 | | | | | |
| issue | | | | | | | | | |
| 4/2007 | | | | | | | | | |
--------------------------------------------------------------------------------
| Share issue | | | | 339 | | | 339 | | 339 |
| 6/2007 and | | | | 232 | | | 232 | | 232 |
| directed | | | | | | | | | |
| share issue | | | | | | | | | |
| 7/2007 | | | | | | | | | |
--------------------------------------------------------------------------------
| Dividend | | | | | | -4 | -4 | | -4 |
| distributio | | | | | | 079 | 079 | | 079 |
| n | | | | | | | | | |
--------------------------------------------------------------------------------
| Conversions | 624 | 1 | | | | | 1 652 | | 1 652 |
| of | | 028 | | | | | | | |
| convertible | | | | | | | | | |
| bonds | | | | | | | | | |
--------------------------------------------------------------------------------
| Equity | | | | | | 686 | 686 | | 686 |
| component | | | | | | | | | |
| of | | | | | | | | | |
| convertible | | | | | | | | | |
| bonds and | | | | | | | | | |
| other | | | | | | | | | |
| changes in | | | | | | | | | |
| equity | | | | | | | | | |
--------------------------------------------------------------------------------
| Acquisition | | | 75 | | | | 757 | 139 | 896 |
| s and | | | 7 | | | | | | |
| disposals | | | | | | | | | |
| of | | | | | | | | | |
| subsidiarie | | | | | | | | | |
| s and other | | | | | | | | | |
| adjustments | | | | | | | | | |
--------------------------------------------------------------------------------
| Shareholder | 23 | 25 | 75 | 340 | 0 | 13 | 404 | 2 560 | 406 |
| s' equity | 642 | 740 | 7 | 690 | | 404 | 233 | | 793 |
| 30 Sep 2007 | | | | | | | | | |
--------------------------------------------------------------------------------
| Dividend | | | | | | | | -1 | -1 |
| distributio | | | | | | | | 142 | 142 |
| n | | | | | | | | | |
--------------------------------------------------------------------------------
| Net profit | | | | | | 5 365 | 5 365 | 201 | 5 566 |
| 10-12/2007 | | | | | | | | | |
--------------------------------------------------------------------------------
| Translation | | | | | -1 | | -1 | | -1 |
| difference | | | | | 080 | | 080 | | 080 |
--------------------------------------------------------------------------------
| Acquisition | | | 21 | | | 1 000 | 1 212 | 377 | 1 589 |
| s and | | | 2 | | | | | | |
| disposals | | | | | | | | | |
| of | | | | | | | | | |
| subsidiarie | | | | | | | | | |
| s | | | | | | | | | |
--------------------------------------------------------------------------------
| Share-based | | | | | | 576 | 576 | | 576 |
| payments | | | | | | | | | |
--------------------------------------------------------------------------------
| Equity | | | | | | -652 | -652 | | -652 |
| component | | | | | | | | | |
| of | | | | | | | | | |
| convertible | | | | | | | | | |
| bonds and | | | | | | | | | |
| other | | | | | | | | | |
| changes in | | | | | | | | | |
| equity | | | | | | | | | |
--------------------------------------------------------------------------------
| Shareholder | 23 | 25 | 96 | 340 | -1 | 19 | 409 | 1 995 | 411 |
| s' equity | 642 | 740 | 9 | 690 | 080 | 694 | 655 | | 650 |
| 31 Dec 2007 | | | | | | | | | |
--------------------------------------------------------------------------------
| Dividend | | | | | | -12 | -12 | -986 | -13 |
| distributio | | | | | | 033 | 033 | | 019 |
| n | | | | | | | | | |
--------------------------------------------------------------------------------
| Net profit | | | | | | -17 | -17 | 505 | -16 |
| 1-9/2008 | | | | | | 451 | 451 | | 946 |
--------------------------------------------------------------------------------
| Translation | | | | | -103 | | -103 | | -103 |
| difference | | | | | | | | | |
--------------------------------------------------------------------------------
| Share-based | | | | | | 736 | 736 | | 736 |
| payments | | | | | | | | | |
--------------------------------------------------------------------------------
| Acquisition | | | | | | 1 682 | 1 682 | -354 | 1 328 |
| s and | | | | | | | | | |
| disposals | | | | | | | | | |
| of | | | | | | | | | |
| subsidiarie | | | | | | | | | |
| s | | | | | | | | | |
--------------------------------------------------------------------------------
| Shareholder | 23 | 25 | 96 | 340 | -1 | -7 | 382 | 1 161 | 383 |
| s' equity | 642 | 740 | 9 | 690 | 183 | 372 | 486 | | 647 |
| 30 Sep 2008 | | | | | | | | | |
--------------------------------------------------------------------------------
OTHER KEY INDICATORS, EUR MILLION
--------------------------------------------------------------------------------
| | Q3/2008 | Q3/2007 | 2007 |
--------------------------------------------------------------------------------
| | 9 months / | 9 months / | 12 months / |
| | 30 Sep 2008 | 30 Sep 2007 | 31 Dec 2007 |
--------------------------------------------------------------------------------
| Gross capital expenditure | 70.8 | 29.5 | 34.4 |
--------------------------------------------------------------------------------
| % of revenue | 41.4 % | 21.7 % | 17.5 % |
--------------------------------------------------------------------------------
| Personnel, average | 918 | 894 | 866 |
--------------------------------------------------------------------------------
| Personnel, at the end of the | 678 | 1.031 | 958 |
| period | | | |
--------------------------------------------------------------------------------
| Lowest share price, EUR | 1.55 | 1.18 | 1.18 |
--------------------------------------------------------------------------------
| Highest share price, EUR | 2.99 | 3.59 | 3.59 |
--------------------------------------------------------------------------------
| Average trade-weighted share | 2.20 | 2.31 | 2.40 |
| price, EUR | | | |
--------------------------------------------------------------------------------
| Market capitalisation | 487.3 | 832.4 | 817.9 |
--------------------------------------------------------------------------------
| Share turnover | 697.9 | 484.5 | 623.2 |
--------------------------------------------------------------------------------
| Share turnover, % | 109.3 % | 72.3 % | 89.7 % |
--------------------------------------------------------------------------------
ACCOUNTING POLICIES
This Interim Report has been prepared in accordance with the IAS 34 standard.
Ruukki Group Plc has applied the same accounting and IFRS principles as in 2007
financial statements. The reporting segment structure has been redefined
starting from 1 January 2008, to include a separate Investment Projects segment,
as explained in Q1/2008 interim report. Moreover, due to the disposal of Care
Services segment, IFRS5 has been applied to those discontinued operations.
Group's comparable revenue and earnings before interest and taxes have been
calculated so that the effect of acquisitions and divestments has been
eliminated in both the review period and previous year's corresponding period.
In the segments' financial figures insurance compensation and impairment losses
have been presented as non-recurring items, but they have not been excluded when
calculating Group's comparable financial figures. The figures in the tables have
been rounded off to one decimal point, which must be considered when calculating
totals. Financial ratios and indicators have been calculated with the same
principles as applied in 2007 financial statements. The Interim Report data are
unaudited.
In Espoo, 4 November 2008
RUUKKI GROUP PLC
BOARD OF DIRECTORS
NOTES TO INCOME STATEMENT AND BALANCE SHEET AND OTHER DATA
SHAREHOLDERS
On 31 October 2008, the company had a total of 4,134 shareholders, of which 10
were nominee-registered. The number of shares in issue on 31 October 2008 was
290,034,022.
Largest shareholders, 31 October 2008:
--------------------------------------------------------------------------------
| | Shareholder | Shares | % |
--------------------------------------------------------------------------------
| 1 | Nordea Bank Finland Plc | 84 532 911 | 29.1 |
--------------------------------------------------------------------------------
| 2 | Danske Bank As Helsinki Branch | 36 624 000 | 12.6 |
--------------------------------------------------------------------------------
| 3 | Hanwa Company Limited | 30 000 000 | 10.3 |
--------------------------------------------------------------------------------
| 4 | Skandinaviska Enskilda Banken | 29 999 669 | 10.3 |
| | nominee-registered | | |
--------------------------------------------------------------------------------
| 5 | Nordea Bank Finland Plc nominee-registered | 29 673 999 | 10.2 |
--------------------------------------------------------------------------------
| 6 | RCS Trading Corporation Ltd | 15 000 000 | 5.2 |
--------------------------------------------------------------------------------
| 7 | Djakov Aida nominee-registered | 11 217 889 | 3.9 |
--------------------------------------------------------------------------------
| 8 | Kankaala Markku | 9 698 890 | 3.3 |
--------------------------------------------------------------------------------
| 9 | Oy Herttaässä Ab | 8 444 278 | 2.9 |
--------------------------------------------------------------------------------
| 10 | Evli Bank Plc | 6 842 886 | 2.4 |
--------------------------------------------------------------------------------
| | Total | 262 034 522 | 90.3 |
--------------------------------------------------------------------------------
| | Other Shareholders | 27 999 500 | 9.7 |
--------------------------------------------------------------------------------
| | Total shares registered | 290 034 022 | 100.0 |
--------------------------------------------------------------------------------
CHANGES IN THE NUMBER OF SHARES AND SHARE CAPITAL IN 2008
There have been no changes in the number of shares and share capital during
2008.
On 30 September 2008, the number of registered Ruukki Group Plc shares totalled
290,034,022.
At 30 September 2008, 31 December 2007 and 30 September 2007 neither Ruukki
Group Plc nor any of its subsidiaries held any Ruukki Group shares. Ruukki Group
Plc's Board of Directors has authorisation, given by the Annual General Meeting
of 31 March 2008, to acquire own shares and to transfer the acquired shares up
to 10,000,000 shares. This authorisation is valid until 31 March 2009.
The Board of Directors of Ruukki Group Plc has, based on the authorisation
referred above, decided to acquire a maximum of 10,000,000 Company's own shares,
which corresponds to about 3.45 % of all the shares outstanding. The shares will
be acquired with the funds from the company's unrestricted shareholders' equity,
which will be lowered if and when shares are bought. The purchases of own shares
will be commenced on Wednesday 5 November 2008 after the interim report has been
published on 4 November 2008. The shares will be bought according to the article
5 in the Nasdaq OMX rules and regulations for share buy-back programs, and also
otherwise according to relevant regulations.
Moreover, the Board has an authorisation, given by 28 October 2008 Extraordinary
General Meeting, to acquire own shares and to transfer the acquired shares for a
maximum amount of 19,000,000 shares. This authorisation is valid until 28
October 2010.
The maximum dilution effect of the company's I/2005 option program is 2,700,000
shares. On 31 October 2008, of these option rights 900,000 have been granted to
the Group management and of these granted options 450,000 entitle their holders
to exercise the options. Furthermore, by 31 October 2008 altogether 75,000
options have been granted to a key employee previously being employed by the
Group.
After the review period, Chairman and CEO Alwyn Smit was granted 2,900,000
option rights by the Extraordinary General Meeting.
Ruukki Group Plc's Board has in September 2008 decided to cancel the 2007
share-based incentive scheme, which was decided and implemented by Ruukki Group
Plc's Board in December 2007.
Ruukki Group Plc's Board of Directors has authorisation, given by the Annual
General Meeting of 31 March 2008, to issue own shares or special rights to
shares up to 50,000,000 shares. This authorisation is valid until 31 March 2009.
COMPANY'S SHARE
Ruukki Group Plc's share (RUG1V) is listed on the OMX Nordic Exchange Helsinki
under Mid Cap segment and in the Industrial Products and Services subgroup.
CHANGES IN SHARE PRICE DURING THE REVIEW PERIOD
During the period under review, the price of Ruukki Group's share varied between
EUR 1.55 (1-9/2007: 1.18) and EUR 2.99 (3.59). A total of 317,131,423
(209,655,471) Ruukki Group shares were traded in the review period, representing
109.3 % (72.3 %) of all shares registered at the end of the quarter. The closing
price of the company's share on 30 September was EUR 1.68 (2.87). The market
capitalisation of the Group's entire capital stock 290,034,022 (290,034,022)
shares at the closing price on 30 September was EUR 487.3 million (832.4).
RE-SPECIFIED PURCHASE PRICE ALLOCATION RELATED TO ACQUISITION OF JUNNIKKALA OY
In January 2008 Group's Sawmill Business segment acquired majority in Junnikkala
and the group it forms. At the same instance Junnikkala Oy acquired all shares
in Pyyn Saha ja Höyläämö Oy. In addition, later during the first quarter
Junnikkala Oy acquired 25 % stake in its subsidiary Juneropt Oy from third
parties with about EUR 0.5 million cash consideration, which increased the
segment goodwill by approximately EUR 0.1 million and after which Junnikkala Oy
has held all Juneropt Oy shares.
Compared to the previous (as presented in Q1/2008 interim report) purchase price
allocation related to Junnikkala acquisition, the amount of net assets acquired
has been re-specified resulting in EUR 5.0 decline in the amount of the
goodwill. In conjunction with the acquisition, Ruukki Group Plc committed to
inject EUR 5.0 million equity into Junnikkala Oy, which was implemented after
the closing of the transaction and transfer of ownership (51 %). The treatment
of minority interest has also been redefined so that no minority interest is
deducted from the result or from balance sheet based on option arrangements of
the transaction.
The following assets and liabilities were recognised relating to the Junnikkala
acquisition, which also gives information about the contribution of this
transaction to the Group balance sheet at the date of the transaction:
--------------------------------------------------------------------------------
| EUR ‘000 | Fair value of | Book value of |
| | acquired assets | assets before |
| | | acquisition |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Intangible assets | | |
--------------------------------------------------------------------------------
| Clientele | 3 869 | 0 |
--------------------------------------------------------------------------------
| Emission allowances | 795 | 0 |
--------------------------------------------------------------------------------
| Order book | 104 | 0 |
--------------------------------------------------------------------------------
| Other intangible assets | 318 | 318 |
--------------------------------------------------------------------------------
| Property, plant and equipment | | |
--------------------------------------------------------------------------------
| Land and water | 730 | 730 |
--------------------------------------------------------------------------------
| Buildings | 6 243 | 6 243 |
--------------------------------------------------------------------------------
| Machinery and equipment | 13 984 | 13 984 |
--------------------------------------------------------------------------------
| Investments | 59 | 59 |
--------------------------------------------------------------------------------
| Other non-current assets | 687 | 687 |
--------------------------------------------------------------------------------
| Current assets | | |
--------------------------------------------------------------------------------
| Inventories | 11 761 | 10 873 |
--------------------------------------------------------------------------------
| Non-interest bearing | 10 731 | 10 731 |
| receivables | | |
--------------------------------------------------------------------------------
| Cash and cash equivalents | 414 | 414 |
--------------------------------------------------------------------------------
| Total assets | 49 696 | 44 040 |
--------------------------------------------------------------------------------
| Interest bearing debt | 16 811 | 16 811 |
--------------------------------------------------------------------------------
| Non-interest bearing debt | | |
--------------------------------------------------------------------------------
| Deferred tax liabilities | 2 817 | 1 347 |
--------------------------------------------------------------------------------
| Other non-interest-bearing | 10 538 | 10 538 |
| liabilities | | |
--------------------------------------------------------------------------------
| Total liabilities | 30 167 | 28 696 |
--------------------------------------------------------------------------------
| Net assets 31 Jan 2008 | 19 529 | 11 161 |
--------------------------------------------------------------------------------
| Acquisition cost | 24 902 | |
--------------------------------------------------------------------------------
| Net assets | 19 529 | |
--------------------------------------------------------------------------------
| Goodwill | 9 373 | |
--------------------------------------------------------------------------------
| Cash flow effect: | | |
--------------------------------------------------------------------------------
| Consideration paid in cash | 5 740 | |
--------------------------------------------------------------------------------
| Acquired cash and cash equivalents | -414 | |
--------------------------------------------------------------------------------
| Cash flow effect | 5 326 | |
--------------------------------------------------------------------------------
THE PRELIMINARY PURCHASE PRICE ALLOCATION RELATED TO ACQUISITION OF RCS LIMITED
AND TÜRK MAADIN SIRKETI A.S.
Ruukki Group Plc has at the end of October closed the acquisition of chrome ore
and ferrochrome businesses as decided by the Extraordinary General Meeting on 28
October 2008.
Ruukki Group has, as a part of Due Diligence review and other review and
evaluation of the target of the transaction, performed a preliminary evaluation
of the purchase consideration and its allocation to the different assets of the
target of the transaction to be acquired, as well the related accounting. Ruukki
shall later more thoroughly analyze the determination and allocation of the
purchase consideration, but below the draft purchase price allocation is
presented to illustrate transaction's effects. End of October balance sheet of
the target companies are not yet available so the August figures presented below
do not in all respects reflect the situation prevailing on closing.
Ruukki shall purchase a vertically integrated enterprise entity. The Purchase
price is based on an entity which is formed by all businesses and agreements and
in which all the transaction documents form also one entity.
Purchase Price
As the 2009-2013 net profits of targets of the transaction, RCS and TMS, shall
affect the total purchase price, the purchase price is subject to estimation and
consist of the following tranches. All numbers below are presented in EUR
million.
--------------------------------------------------------------------------------
| | EUR million |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Fixed cash purchase price. which shall be paid at | 80.0 |
| Closing | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Estimated transaction costs and taxes | 5.6 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Estimated additional earn-out purchase consideration | 137.6 |
| | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Estimated total purchase price | 223.2 |
--------------------------------------------------------------------------------
The above mentioned estimation on the amount of additional purchase price is
based on business activity prognosis which is drafted based on outside market
analysis (for example Heinz H. Pariser report) and may not become materialized
as estimated. The different components of the purchase price are values which
have been discounted to the present with an estimated, safe, long-term interest
level of 4.50 % and are based on the presumed payment time of each tranche of
purchase price. Since all earn-outs are paid by option rights issued by the
Company, there shall be no negative cash flow effect from that.
RCS and TMS shall be consolidated with an immediate effect after the Closing to
the Ruukki group as subsidiary companies based on direct majority of shares and
votes. Based on preliminary analysis of the Company, also EWW shall be
consolidated into the Ruukki Group even though the share of ownership is 0 % and
even though the exercise period of the EWW option starts only on January 1st,
2014, since based on IFRS SIC-12 principles and on comprehensive view of the
target, the signs of control are estimated to be existing. The profit of EWW
shall be fully recognised as a minority interest until and unless Ruukki
executes the EWW option.
A draft of preliminary purchase price allocation below:
--------------------------------------------------------------------------------
| BALANCE SHEET AT 31 AUGUST 2008 SITUATION: | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| EUR million | RCS-TMS-EWW | IFRS-adjustments | Fair value |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| ASSETS | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Non-current assets | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Intangible assets | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Clientele | 0.0 | 126.6 | 126.6 |
--------------------------------------------------------------------------------
| Brand | 0.0 | 16.0 | 16.0 |
--------------------------------------------------------------------------------
| Other Intangible assets | 0.0 | 0.0 | 0.0 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Tangible assets | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Land and buildings | 2.2 | 4.3 | 6.5 |
--------------------------------------------------------------------------------
| Machinery and equipment | 0.4 | 0.0 | 0.4 |
--------------------------------------------------------------------------------
| Other tangible assets | 0.9 | 0.0 | 0.9 |
--------------------------------------------------------------------------------
| Ore reserves | 0.0 | 22.4 | 22.4 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Long-term financial assets | 0.9 | 0.0 | 0.9 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Deferred tax assets | 0.0 | 2.0 | 2.0 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Current assets | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Inventory | 21.7 | 6.0 | 27.7 |
--------------------------------------------------------------------------------
| Order book | 0.0 | 0.3 | 0.3 |
--------------------------------------------------------------------------------
| Receivables | 50.1 | 0.0 | 50.1 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Cash and cash equivalents | 6.9 | 0.0 | 6.9 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| ASSETS TOTAL | 83.0 | 177.6 | 260.6 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| LIABILITIES | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Long-term liabilities | 9.1 | 0.0 | 9.1 |
--------------------------------------------------------------------------------
| Appropriations | 14.7 | 9.9 | 24.6 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Deferred tax liabilities | 0.0 | 54.0 | 54.0 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Short-term liabilities | 23.0 | 0.0 | 23.0 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| LIABILITIES TOTAL | 46.8 | 63.9 | 110.7 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| NET ASSETS | 36.2 | 113.7 | 149.9 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Goodwill | 0.0 | 73.0 | 73.0 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| TOTAL | 36.2 | 186.7 | 222.9 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Cash flow effect on closing of the transaction | EUR million |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Cash flows needed to finalise the transaction at closing | -85.1 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Acquired cash and cash equivalents, ownership share | 6.5 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Net cash flow effect at closing | -78.6 |
--------------------------------------------------------------------------------
EUR 80.0 million has been paid in cash as purchase consideration at the end of
October. Moreover, related to closing and preparations advisor fees and
transaction costs have been presented above in the net cash flow effect at
closing.
FLAGGING NOTIFICATIONS DURING OR AFTER THE REVIEW PERIOD
Ruukki Group Plc has received the following flagging notifications during or
after the review period 1 Jan - 30 Sep 2008:
- Nordea Bank Finland Plc's ownership in Ruukki Group Plc has exceeded one
fourth (1/4). At the time the flagging notification was given, Nordea Bank
Finland Plc announced that as the forward contracts expire in January 2008, the
ownership of Nordea Bank Finland Plc (business ID 1680235-8) will fall below
1/10 of the share capital and voting rights of Ruukki Group Plc.
- Moncheur & Cie SA's (registration number 660.0.096.997-7, Geneva) ownership of
the share capital and voting rights of Ruukki Group Plc has exceeded one
twentieth (1/20) as a result of share transactions concluded on 21 January 2008.
- Procomex S.A's (registration number R.C.Luxembourg B 57.877) ownership will
fall below 1/10 of the share capital and voting rights of Ruukki Group Plc based
on agreement entered into on 12 February 2008. In case the agreement will be
fully implemented the ownership of Procomex S.A. will fall below one tenth after
the share transactions are finalised. Furthermore, in consequence of the
aforementioned agreement, when fully implemented the combined ownership of
Procomex S.A. and Helsingin Mekaanikontalo Oy (business ID number 1076761-9)
will fall below 1/5 of the share capital and voting rights of Ruukki Group Plc.
- Russian JSC VTB Bank's (state registration number 1027739609391) or its
affiliate's ownership will exceed 1/10 of the share capital and voting rights of
Ruukki Group Plc based on agreements entered into on 12 February 2008. In case
the agreements will be fully implemented, the ownership of JSC VTB Bank or its
affiliate will exceed one tenth after the share transactions are finalised.
- RCS Trading Corporation Ltd's (company number 65574B, Nassau, Bahamas)
ownership in Ruukki Group Plc has exceeded 1/20 of the share capital and voting
rights of Ruukki Group Plc as a result of share transactions carried out on 20
March 2008.
- Oy Herttakakkonen Ab's (business ID 0761602-7) ownership has fallen below 1/5
of the share capital and voting rights of Ruukki Group Plc based on share
transactions carried out on 20 March 2008.
- Oy Herttakakkonen Ab (business ID 0761602-7) made the following one-sided
unilateral agreement on 20 March 2008: (i) Oy Herttakakkonen Ab has authorised
Mr. Alwyn Smit or person appointed by him to vote in Ruukki Group Plc's Annual
General Meeting on 31 March 2008 with all the shares and voting rights of Oy
Herttakakkonen Ab; and (ii) Oy Herttakakkonen Ab has given one-sided commitment
to sell by 28 March 2008 altogether 21,000,000 Ruukki Group Plc's shares that it
owns to RCS Trading Corp Ltd. Moreover, Oy Herttakakkonen Ab has given one-sided
commitment to sell altogether 30,000,000 shares and share forward agreements by
31 May 2008. In case all the abovementioned commitments will be finalized, Oy
Herttakakkonen Ab's ownership will fall below 1/20 of the share capital and
voting rights of Ruukki Group Plc.
- Danske Bank A/S Helsingin Sivukonttori's (business ID 1078693-2) ownership has
reached over 1/20 of the share capital and voting rights of Ruukki Group Plc
based on share transaction carried out on 20 March 2008. In case the derivative
agreements entered are exercised, Danske Bank A/S Helsingin Sivukonttori's
ownership in Ruukki Group Plc will fall below 1/20 by the earliest at the value
date 19 June 2008.
- Procomex S.A (registration number R.C. Luxembourg B 57.877) has on 20 March
2008 sold 29,200,000 shares of Ruukki Group Plc. The holdings of Procomex S.A.
has decreased under 1/10 of the share capital and voting rights of Ruukki Group
Plc on 27 March 2008 as the transaction was settled on the stock exchange. In
consequence of the aforementioned transaction, when settled, the combined
holdings of Procomex S.A. and Helsingin Mekaanikontalo Oy (business ID number
1076761-9) have decreased under 1/5 of the share capital and voting rights of
Ruukki Group Plc.
- Russian JSC VTB Bank (business ID Code 1027739609391) has on 26 March 2008
purchased 29,200,000 shares of Ruukki Group Plc. JSC VTB Bank's holdings exceed
1/10 of the share capital and voting rights of Ruukki Group Plc on 27 March 2008
as the transaction is settled on the stock exchange.
- Nordea Bank Finland Plc's (business ID 1680235-8) holdings have not fallen
below 3/20 but have fallen below 1/5 of the share capital and voting rights of
Ruukki Group Plc as the forward agreements expired in March 2008. When the
forward agreements expire in May 2008, Nordea Bank Finland Plc's ownership will
fall below 1/10, and accordingly when the forward agreements expire in January
2009, the ownership will fall below 1/20.
- Evli Bank Plc's (business ID 0533755-0) ownership in Ruukki Group Plc's share
capital and voting rights has fallen below 1/20 based on transactions carried
out on 20 March 2008.
- Oy Herttakakkonen Ab's (business ID 0761602-7) ownership has fallen below 3/20
of the share capital and voting rights of Ruukki Group Plc based on transactions
carried out on 28 March 2008.
- The ownership of Nordea Bank Finland Plc (business ID 1680235-8) has on April
1 2008 exceeded 1/5 of the share capital and voting rights of Ruukki Group Plc
as a consequence of share purchase transactions. Simultaneously Nordea Bank
Finland Plc announced that it has entered into forward contracts that will lead
to following changes in the ownership: as the May 2008 forward contracts expire,
the ownership of Nordea Bank Finland Plc will fall below 1/5, and as the June
forward contracts expire, below 1/10 and as the January 2009 forward contracts
expire, below 1/20 of the share capital and voting rights of Ruukki Group Plc.
- RCS Trading Corporation Ltd's (company number 65574B, Nassau, Bahamas)
ownership has exceeded 1/10 of the share capital and voting rights of Ruukki
Group Plc as a result of share transactions executed on 28 March 2008 and
forward contract transactions carried out on 31 March 2008.
- Nordea Bank Finland Plc's (business ID 1680235-8)) holdings in Ruukki Group
Plc have fallen below one fifth (1/5) as the May 2008 forward contracts have
expired on 20 May 2008. Nordea Bank Finland Plc also announced that as the June
2008 forward contracts expire, the ownership of Nordea Bank Finland Plc will
fall below 1/10 and as the January 2009 forward contracts expire, below 1/20 of
the share capital and voting rights of Ruukki Group Plc.
- Danske Bank A/S Helsingin Sivukonttori's (business ID 1078693-2) ownership has
reached over 1/10 of the share capital and voting rights of Ruukki Group Plc
based on share transaction carried out on 19 May 2008. Furthermore, Danske Bank
A/S Helsingin Sivukonttori announced that it has entered into derivative
agreements, which according to current information will expire in June 2008 and
in September 2008. In case these derivative agreements are exercised, Danske
Bank A/S Helsingin Sivukonttori's ownership in Ruukki Group Plc will fall below
1/20 by the earliest at the value date 19 June 2008.
- Nordea Bank Finland Plc's (1680235-8) and the Nordea Group's ownership has
exceeded 1/5 of the share capital and voting rights of Ruukki Group Plc based on
share purchase executed on Tuesday 20 May 2008. As the May 2008 forward
contracts expire, the ownership of Nordea Bank Finland Plc and Nordea Group will
fall below 1/5, as the June 2008 forward contracts expire, below 3/20 and as the
January 2009 forward contracts expire, below 1/20 of the share capital and
voting rights of Ruukki Group Plc.
- Hanwa Co., Limited's (Tokyo, Japan) ownership has exceeded 1/10 of the share
capital and voting rights of Ruukki Group Plc based on share transaction carried
out on 20 May 2008.
- Russian JSC VTB Bank's (business ID Code ZTEMP1964) holdings have fallen below
1/10 and 1/20 of the share capital and voting rights of Ruukki Group Plc based
on share sale on 21 May 2008.
- RCS Trading Corporation Ltd (company number 65574B, Nassau, Bahamas) ownership
in Ruukki Group Plc has exceeded 1/4 of the share capital and voting rights as a
result of forward contract transactions carried out on 20 May 2008 and 21 May
2008. In addition, RCS Trading Corporation Ltd announced that Danko Koncar, who
has a controlling interest in the company, has by himself or by third party
decided by Danko Koncar right, given one-sided by Oy Herttakakkonen Ab, to
acquire a total of 30,000,000 Ruukki Group Plc's shares from Oy Herttakakkonen
Ab. In conjunction with this, Danko Koncar announced that he himself or via
companies controlled by him will use this right only partially in a way that the
combined ownership interest in Ruukki Group Plc by him or by companies
controlled by him will not reach or exceed 30 % of Ruukki Group Plc's share
capital and voting rights.
- Helsingin Mekaanikontalo Oy (business ID number 1076761-9) holdings have
fallen below 1/20 of the share capital and voting rights of Ruukki Group Plc
based on forward contract sale on 21 May 2008. In addition, the combined
holdings of Helsingin Mekaanikontalo Oy and Procomex S.A. (registration number
R.C. Luxembourg B 57.877) have fallen below 1/10 of the share capital and voting
rights of Ruukki Group Plc.
- Nordea Bank Finland Plc's (1680235-8) and the Nordea Group's holdings in
Ruukki Group Plc have not fallen below 1/5 but are still above 1/5 of the share
capital and voting rights of Ruukki Group Plc based on forward contract sale on
Friday 30 May and forward contracts having expired. In addition, Nordea Bank
Finland Plc has made forward contract agreements regarding Ruukki Group Plc. As
the June 2008 forward contracts expire, the ownership of Nordea Bank Finland Plc
and Nordea Group will fall below 3/20 and as the January 2009 forward contracts
expire, below 1/20 of the share capital and voting rights of Ruukki Group Plc.
- Oy Herttakakkonen Ab's (business ID 0761602-7) ownership has fallen below 1/10
of the share capital and voting rights of Ruukki Group Plc based on transactions
carried out on 5 June 2008. In addition, Oy Herttakakkonen Ab announced that it
has continued the one-sided commitment to sell, by 31 August 2008, 20,000,000
Ruukki Group Plc shares or forward contracts that it owns to RCS Trading
Corporation Ltd or to a party appointed by this.
- Ruukki Group Plc and Kermas Limited (registration number 504889) have in June
2008 entered into a preliminary agreement regarding a transaction over chrome
operations. Among other things, it has been preliminarily agreed that Ruukki
Group Plc will issue and Kermas Limited will subscribe for a convertible loan,
with an amount of EUR 92 million. If the convertible loan is issued, Kermas
Limited is, after September 1, 2010, entitled to receive in conversion a total
of 40.000.000 shares of Ruukki Group Plc. This represents 13.8 percent of the
current outstanding shares and votes of Ruukki Group Plc. In the case of
complete conversion of the convertible loan the holding of Kermas Limited will
exceed 1/10 of all shares and votes of Ruukki Group Plc. Kermas Limited is a
parent company in a group of companies including RCS Trading Corp Ltd (company
number 65574B, Nassau, Bahamas). Together with the current holding of RCS
Trading Corp Ltd the potential ownership related to the convertible loan of
Kermas Limited (“ownership of Kermas Group”) will exceed 3/10 of the shares and
votes of Ruukki Group Plc.
- Oy Herttakakkonen Ab's (business ID 0761602-7) ownership has fallen below 1/10
to 7.48 % of the share capital and voting rights of Ruukki Group Plc based on
transactions carried out on 5 June 2008. In addition, Oy Herttakakkonen Ab
announced that it has continued the one-sided commitment to sell, by 31 August
2008, 20,000,000 Ruukki Group Plc shares or forward contracts that it owns to
RCS Trading Corp Ltd or to a party appointed by this.
- Nordea Bank Finland Plc's (business ID 1680235-8) and the Nordea Group's
holdings in Ruukki Group Plc have not fallen below 3/20 but are still above 1/5.
Nordea Bank AB (publ) announced that part of its forward contracts have expired
on 19 June 2008 and part of the forward contracts have been rolled over to
longer maturities. In addition, Nordea Bank Finland Plc has made forward
contracts regarding Ruukki Group Plc. As the December 2008 forward contracts
expire, the ownership of Nordea Bank Finland Plc and Nordea Group will fall
below 1/5 and as the January 2009 forward contracts expire, below 1/20 of the
share capital and voting rights of Ruukki Group Plc.
- Nordea Bank Finland Plc's (business ID 1680235-8) and the Nordea Group's
ownership of Ruukki Group Plc's share capital and voting rights has fallen below
1/5 on 30 June 2008 as a result of a share sale. In addition, Nordea Bank
Finland Plc has made forward contracts regarding Ruukki Group Plc. As the
December 2008 forward contracts expire Nordea's ownership in Ruukki Group Plc
will fall below 1/5 and in January fall below 1/20.
- Nordea Bank Finland Plc's (business ID 1680235-8) and the Nordea Group's
holdings in Ruukki Group Plc exceeded one fifth (1/5) as the forward contract
agreements expired on 4 July 2008. In addition, Nordea Bank Finland Plc has made
forward contract agreements regarding Ruukki Group Plc. As the December 2008
forward contracts expire the ownership of Nordea Bank Finland Plc and Nordea
Group will fall below one fifth (1/5) and in January 2009 fall below one
twentieth (1/20).
- Nordea Bank Finland Plc's (business ID 1680235-8) and the Nordea Group's
ownership of Ruukki Group Plc's share capital and voting rights has on 15 July
exceeded one fourth (1/4) as a result of a share purchase. In addition, Nordea
Bank Finland Plc has made forward contract agreements regarding Ruukki Group
Plc. As the forward contracts expire on 18 July 2008, the ownership of Nordea
Bank Finland Plc and Nordea Group will fall below one fourth (1/4) and in
January 2009 fall below one twentieth (1/20).
- Atkey Ltd (register number 1456426, British Virgin Islands) announced that it
has on 7 August 2008 purchased share forward agreements whose total amount
corresponds to 14,586,700 Ruukki Group Plc shares, i.e. about 5.03 % of Ruukki
Group Plc's share capital and voting rights. As a result of these contracts,
Atkey Ltd's ownership has exceeded one twentieth (1/20).
- JPMorgan Chase & Co. (register number 13-2624428, New York) announced that the
total ownership of its subsidiaries JPMorgan Asset Management (UK) Limited, J.P.
Morgan Investment Management Inc., J.P. Morgan Securities Ltd. and J.P. Morgan
Whitefriars Inc. has fallen below one tenth (1/10) of the share capital and
voting rights of Ruukki Group Plc as a result of transactions carried out on 13
August 2008.
- Danske Bank A/S Helsingin Sivukonttori's (business ID 1078693-2) ownership has
reached over 15 % of the share capital and voting rights of Ruukki Group Plc on
value date 24 September 2008. Furthermore, Danske Bank A/S Helsingin
Sivukonttori announced that it has entered into derivative agreements, which
according to current terms will expire in October 2008. In case these derivative
agreements are exercised, Danske Bank A/S Helsingin Sivukonttori's ownership in
Ruukki Group Plc will fall below 15 % on value date 22 October 2008 at the
earliest.
- Danske Bank A/S Helsingin Sivukonttori's (business ID 1078693-2) ownership of
the share capital and voting rights of Ruukki Group Plc has fallen below 10 % on
value date 26 September 2008 due to a share lending agreement made. Danske Bank
A/S Helsingin Sivukonttori's ownership has again exceeded 15 % as the share
lending agreement expires on 30 September 2008.
- Ruukki Group Plc gave notice on 10 October 2008 about the following potential
changes in shareholding based on the proposals by the Board of Directors
announced to the stock market on 10 October 2008. The Board of Directors has
proposed to the Extraordinary General Meeting to be convened on 28 October 2008
that as part of the proposed acquisition Ruukki Group Plc would issue altogether
73,170,731 option rights. If the proposed option rights would be issued and no
other ownership changes would take place, the combined actual and potential
ownership of Kermas Limited and its subsidiary RCS Trading Corporation Limited
would be about 52.35 percent of the shares and voting rights of Ruukki Group Plc
(in excess of 1/2). Furthermore, Kermas Limited's shareholding on its own
account would lead to about 25.23 % ownership (in excess of 1/4). If all the
option rights are exercised and new shares thereby issued, the amount of
Company's registered number of shares would increase to 363.204.753 shares. Then
the combined actual and potential ownership of Kermas Limited and its subsidiary
RCS Trading Corporation Limited would be about 41.81 percent(in excess of 3/10),
and Kermas Limited's shareholding on its own account, about 20.15 % (in excess
of 1/4). Nordea Bank Finland Plc's shareholding would thereby decline to about
23.27 % (below 1/4). Danske Bank A/S Helsinki Branch's shareholding would
decline to about 12.55 % (below 3/20). Hanwa Company Limited's shareholding
would decline to about 8.26 % (below 1/10). In addition, the shareholdings based
on share derivatives would change accordingly.
- Danske Bank A/S Helsingin Sivukonttori's (business ID 1078693-2) ownership of
the share capital and voting rights of Ruukki Group Plc fell below 10 % on value
date 17 October 2008 due to a share lending agreement made. At the time the
flagging notification was given, Danske Bank A/S Helsingin Sivukonttori
announced that as the share lending agreement expires on 21 October 2008, the
ownership of Danske Bank A/S Helsingin Sivukonttori will again exceed 15 % the
share capital and voting rights of Ruukki Group Plc.
- Danske Bank A/S Helsingin Sivukonttori's (business ID 1078693-2) ownership of
the share capital and voting rights of Ruukki Group Plc fell below 15 % on value
date 22 October 2008 due to expiration of derivatives.
- RCS Trading Corporation Ltd's (company number 65574B, Nassau, Bahamas) current
ownership of the share capital and voting rights of Ruukki Group Plc exceeded 10
% on value date 17 October 2008 due to a share lending agreement made. RCS
Trading Corporation Ltd's current ownership will again fall below 5 % as the
share lending agreement expires on 21 October 2008,. In addition, RCS Trading
Corporation Ltd announced that as a result of partially exercising forward
contracts that have expired in October the current ownership of RCS Trading
Corporation Ltd will exceed 5 % of the share capital and voting rights of Ruukki
Group Plc on 22 October 2008 as the transaction is settled on the stock
exchange.
- Kermas Limited (registration number 504889, Tortola, British Virgin Islands)
has on 29 October 2008 entered into binding agreements with Ruukki Group Plc
regarding acquisitions, related to which Kermas Limited will acquire in total
15,000,000 shares in Ruukki Group. Once such shares are acquired, Kermas'
holding in Ruukki Group will increase to approximately 5.17 per cent of the
total number of shares. These shares are acquired through exercising the forward
contracts of RCS Trading Corporation Ltd and pursuant to such exercise, the
current derivative ownership of RCS Trading Corporation Ltd will decrease from
24.47 % of the total number of shares in Ruukki Group Plc to 19.30 %. In
addition, Ruukki Group will offer Kermas Limited 73,170,731 options pursuant to
resolution of Ruukki Group's general meeting held on 28 October 2008. Based on
the arrangement the total number of shares in Ruukki Group may increase from
290,034,022 shares to 363,204,753 shares and upon Kermas exercising its right to
subscribe, Kermas Limited will own in total 24.28 % of the total number of
shares and votes in Ruukki Group. In the same flagging notification Kermas
Limited and RCS Trading Corporation Ltd (company number 65574B, Nassau, Bahamas)
that belongs to the same group of companies with Kermas Limited announced their
consolidated holdings and future holdings to be altogether 55.21 % of the share
capital and voting rights of Ruukki Group Plc.
- Bassanio Services Limited (register ID 1469894) and Alwyn Smit announced that
their combined potential future ownership has on 28 October 2008 exceeded 5 % of
the share capital and voting rights of Ruukki Group Plc based on the option
rights given to Alwyn Smit by the decision of Ruukki Group Plc's Extraordinary
General Meeting.
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