Componenta - Company Announcement

The Board of Directors of Componenta decided on a share issue and offering of a subordinated capital loan

Componenta Corporation Stock Exchange Release 8.9.2009 at 14.24

Not to be released or distributed, directly or indirectly, in the United
States, Canada, Australia, Hong Kong or Japan. 

The Board of Directors has, on 8 September 2009, decided on a share issue where
the company, derogating from the pre-emptive right of the shareholders, offers
new shares in the company for subscription by the company's shareholders,
holders of the capital notes, and by professional clients referred to in
Chapter 1, Section 4 in the Securities Market Act. The company intends to use
the assets to be obtained with the share issue for strengthening the company's
balance sheet and financial position, and therefore, there are weighty
financial reasons from the company's perspective for derogating from the
pre-emptive right of the shareholders. The decision on a share issue is based
on the authorization granted by the Extraordinary General Meeting of
Shareholders today on 8 September 2009. 

A maximum total of 6,500,000 new shares will be issued. The minimum
subscription is 1,000 new shares in the company. The subscription price is EUR
4.50 per share. The subscription price is based on the share price of the
company's share. The volume weighted average share price between 1 January 2009
and 7 September 2009 has been EUR 4.54 per share. The share price of the
company's share was EUR 4.73 on 7 September 2009. The difference between the
share price and the subscription price is thus EUR 0.23. The share subscription
price will be credited to the reserve for invested unrestricted equity. The
subscription period for the new shares will be from 14 September 2009 to 18
September 2009. Approved subscriptions must be paid no later than 28 September
2009, in accordance with the instructions provided by the subscription place.
New shares will be registered in the subscriber's book-entry account when they
are entered into the Trade Register, which is estimated to take place on 12
October 2009. Trading in new shares will begin on the NASDAQ OMX Helsinki Ltd
around 13 October 2009. The Board of Directors shall decide on the procedure to
be followed in the event of oversubscription. In the event of oversubscription,
the aim will be to allocate the New Shares to shareholders in the proportion of
the holding recorded in the shareholder register kept by Euroclear Finland Ltd
on the Share Issue record date 11 September 2009. After this, the allocation
may give preference to holders recorded in the bondholder registers 11
September 2009 regarding convertible 2005 and 2006 capital loans and the 2006
capital loan, and subscribers of the 2009 Subordinated Capital Loan. The terms
and conditions of the share issue are attached to this release. 

Furthermore, the Board of Directors of Componenta Corporation has, on 8
September 2009, decided to offer a subordinated capital loan referred to in the
Limited Liability Companies Act, for subscription by public. The loan does not
include a right to exchange shares.  The company intends to use the assets to
be obtained with the capital loan for strengthening the company's balance sheet
and financial position. 

The maximum amount of the capital loan is EUR 30,000,000. The loan will be
issued to a maximum of 15,000 loan units with a nominal value of EUR 2,000. The
rate of issue of the loan is 100%, and the annual fixed interest to be paid on
the principal of the loan is 10.10%. The maturity of the loan will be from 28
September 2009 to 28 September 2014. The loan will be repaid in three
equal-sized instalments in 2012, 2013 and 2014. The minimum subscription amount
of the loan will be EUR 10,000. The offer period of the loan will be from 14
September 2009 to 18 September 2009. Approved subscriptions must be paid no
later than 28 September 2009, in accordance with the instructions provided by
the subscription place. The loan will be incorporated to the book-entry
securities system around 12 October 2009 and will be applied for public listing
on the NASDAQ OMX Helsinki Ltd around 13 October 2009. The terms and conditions
of the subordinated capital loan are attached to this release. 

Helsinki, 8 September 2009 

COMPONENTA CORPORATION

Heikki Lehtonen
President and CEO


ENCLS: 
Terms and conditions of the Share Issue 2009
Terms and conditions of the Subordinated Capital Loan 2009


Further information:

Heikki Lehtonen		
President and CEO		
tel. +358 10 403 00		

Mika Hassinen
CFO
tel. +358 10 403 00


Restrictions

The shares of Componenta Corporation have not been, and will not be, registered
under the United States Securities Act of 1933 or any securities laws of any
State of the United States, and may not be offered, sold, resold, donated,
assigned, distributed, purchased or transferred within the United States or to
a resident in or citizen of the United States or on behalf of such resident or
citizen except in reliance on an exemption from the registration requirements
provided in the United States Securities Act of 1933 or other securities laws
of the states of the United States. This document, the base prospectus, the
securities note or the summary concerning the Company or its securities may not
be sent to any person in Australia, Japan, Hong Kong, Canada, the United States
or any other jurisdiction, in which it would not be permissible to offer or
participate in the offer of the offered shares or loan units. The offered
shares or loan units may not, directly or indirectly, be offered, sold, resold,
transferred or delivered to such jurisdictions or within such jurisdictions.
This document, the base prospectus, the securities note or the summary
concerning the Company or its securities or the information presented therein
do not constitute an offer of securities in any jurisdiction, in which the
offer or the participation in it would not be permissible or in which
preparation of the prospectus, registration or other measures would be
required. 
Componenta is a metal sector company with international operations and
production plants located in Finland, Turkey, the Netherlands and Sweden. The
net sales of Componenta were EUR 681 million in 2008. The Group employs approx.
3,800 people. Componenta's shares are quoted on the NASDAQ OMX Helsinki.
Componenta specializes in supplying cast and machined components and total
solutions made of them to its global customers who are manufacturers of
vehicles, machines and equipment. 
Componenta  Corporation 
Panuntie 4 
FI-00610 Helsinki , Finland
Tel. +358 10 403 00
Fax +358 10 403 2721
www.componenta.com

Attachments:

release_08092009_decisions_bod.pdf

componenta_terms_capital_loan_2009.pdf

componenta_terms_of share_issue_2009.pdf