Ruukki Group Oyj - Company Announcement

RUUKKI GROUP CONSOLIDATES CONTROL AND OWNERSHIP OF ITS SPECIALITY ALLOYS BUSINESS

07:00 London, 09:00 Helsinki, 18 April 2012 - Ruukki Group Plc, Stock Exchange
Release

RUUKKI GROUP CONSOLIDATES CONTROL AND OWNERSHIP OF ITS SPECIALITY ALLOYS
BUSINESS

Ruukki  Group Plc ("Ruukki" or the "Company") (LSE: RKKI, OMX: RUG1V) is pleased
to  announce it has signed  an agreement with Kermas  Limited ("Kermas") for the
acquisition  of  Elektrowerk-Weisweiler  GmbH  ("EWW").  In  addition Ruukki and
Kermas have agreed to terminate the profit and loss sharing arrangement ("PLSA")
in  relation to  Türk Maadin  Sirketi A.S  ("TMS") and  RCS Limited  ("RCS") and
certain other arrangements which were entered into in October 2008.

Under the terms of the agreements:
  * Ruukki  will acquire, through  its wholly owned  subsidiary, Ruukki Holdings
    Limited,  100% of the  shares in  EWW for  approximately EUR 17.3 million in
    cash;
  * The  profit and loss sharing arrangement in  relation to TMS and RCS will be
    terminated for EUR 8 million in cash;
  * The  remaining 70,194,518 options granted  to Kermas relating  to the profit
    and  loss  sharing  arrangement,  as  part  of the 2008 transaction, will be
    cancelled; and
  * The  restrictions regarding the  sale or transfer  of Ruukki's shares in TMS
    and RCS ("Ruukki Lock-up Arrangements") will be cancelled.

These steps complete the consolidation of the Group's ownership and control over
its  Speciality Alloys business in Europe,  part of which was initially acquired
from  Kermas in 2008. Kermas  is a private  investment vehicle with interests in
the  mining and minerals sector and a major shareholder of Ruukki with a 28.49%
holding.  As a  result, the  proposed acquisition  by the  Company of the entire
issued  share capital  of EWW  and the  termination of  the PLSA, Ruukki Lock-up
Arrangements  and the  management agreement  (together being  the "Transaction")
constitute  a related party transaction and  are conditional, inter alia, on the
approval of the Company's independent shareholders at the Annual General Meeting
to be held at 10:00 a.m. (Finnish time) on Thursday 10 May 2012.

The  Speciality Alloys business is  a key production division  of Ruukki and the
Company  believes that it  is now well  positioned to enhance  the value created
within  this  business  by  consolidating  its  control and ownership across the
mining,   processing   and  marketing  operations.  The  consideration  for  the
Transaction  will be funded by the Company's existing cash resources.  The Board
considers  this Transaction  as the  optimal use  of the  funds available to the
Company  and is  consistent with  Ruukki's vision  to become a competitive major
player in the chrome industry within the next five years.

Thomas  Hoyer,  CEO,  commented  "Over  the  past  four  years  Ruukki  has been
strengthening   its  understanding  and  management  of  the  Speciality  Alloys
operations  and it  is no  longer necessary  to have  Kermas' involvement.  This
transaction   completes   the  initial  acquisition  of  the  Speciality  Alloys
businesses  back in  2008 and now  gives Ruukki  complete control  over both its
production divisions; FerroAlloys and Speciality Alloys.

The  Speciality Alloys division is currently  our most profitable operation with
good  growth prospects. This  acquisition is expected  to enhance the division's
long  term profitability through securing the  supply chain and erasing the risk
relating  to the tolling arrangement. It is  vital that we have complete control
over our assets and that the supply chain from mine to customer across the whole
Group is secured and fully integrated.

We  continue to see  good demand for  our highly specialised  niche products and
believe we can continue to secure long term contracts for our products."

Information on Speciality Alloys
Ruukki's Speciality Alloy production division, which in 2011 generated EBITDA of
EUR 13.8 million (2010: EUR 7.8 million) consists of TMS, the Turkish mining and
beneficiation operations, the highly specialised smelting operations of EWW, and
RCS, Ruukki's sales and marketing arm.  TMS supplies chromite concentrate to EWW
and sells lumpy chrome ore to stainless steel manufacturers in China and India.

Information on EWW
EWW, based in Eschweiler-Weisweiler, Germany is a critical component in Ruukki's
Speciality Alloys segment, currently operating under a tolling agreement between
EWW  and RCS.  EWW is  a highly  specialised ferrochrome smelting operation that
produces  a range  of specialist  products, such  as specialised  Low Carbon and
Ultralow  Carbon Ferrochrome, which are sold internationally to customers in the
automotive, aerospace and power generation industries by RCS.

Ruukki has incorporated EWW's financial statements in its consolidated financial
statements for the financial years ended 31 December 2008, 31 December 2009, 31
December 2010 and 31 December 2011.

For the 12 months ended 31 December 2011, EWW's income statement showed a profit
before  tax of EUR  563,195.73 (2010: EUR 235,459.02) and  a profit after tax of
EUR  354,454.12 (2010: EUR 1,227,601.01).  The value of EWW's gross assets as at
31 December 2011 was EUR 22,586,081.31.

Consideration Payable
Subject  to the approval  of the Transaction  by the independent shareholders of
the  Company, the  Company will  acquire, through  its wholly  owned subsidiary,
Ruukki  Holdings  Limited,  the  entire  issued  share capital of EWW (the "Sale
Share").  The consideration payable for the purchase of the Sale Share as at 31
March 2012 is €15,000,000, which shall be subject to adjustment to reflect EWW's
net  debt position at closing  and is estimated by  the Company to result in the
payment  of  a  further  €2,300,000,  making  the total consideration payable to
Kermas  in respect of  the Sale Share  at closing approximately €17,300,000. The
purchase  price  is  subject  to  a  maximum adjustment of €5,000,000 making the
maximum  consideration  payable  €20,000,000.  Subject  to  the  approval of the
Transaction  by the  independent shareholders  of the  Company the consideration
payable  for the  termination of  the PLSA  and the  related termination  of the
Ruukki  Lock-up Arrangements  and the  management agreement  will be €8,000,000,
being  the aggregate  amount, as  adjusted, equivalent  to the amount of accrued
option  rights currently  held by  Kermas together  with the amount estimated to
become  payable in respect of the profit share element of the PLSA for the years
2011, 2012 and 2013.


Recommendation
The  Board, which has been  so advised by Investec  Bank plc, considers that the
proposed  Transaction  is  fair  and  reasonable  as far as the Shareholders are
concerned.  In giving its advice,  Investec Bank plc has  taken into account the
Board's  commercial assessment of  the proposed Transaction.  Dr Danko Koncar, a
director  of Kermas, and his wife, Dr Jelena Manojlovic have not participated in
the  Board's consideration  of the  Transaction due  to their  relationship with
Kermas.

The Board considers that the Transaction is in the best interests of the Company
and  its  Shareholders  as  a  whole.  Accordingly  the  Board  recommends  that
shareholders  vote in  favour of  the Resolution  to be  proposed at  the Annual
General  Meeting, as each Director (except Dr Danko Koncar, who does not own any
shares  in  the  Company,  and  Dr  Jelena  Manojlovic,  who owns 150,000 shares
representing 0.06 per cent. of the existing issued ordinary share capital of the
Company (excluding Shares held in treasury)) intends to do in respect of his own
beneficial  holdings which amount in aggregate to 7,908,199 Shares, representing
approximately  3.24 per cent. of  the existing issued  ordinary share capital of
the Company (excluding Shares held in treasury) as at Monday 16 April 2012.
Under  the Listing  Rules, Kermas  is precluded  from voting  in relation to the
Transaction.  Kermas will not vote on the  Resolution and has undertaken to take
all  reasonable  steps  to  ensure  that  its  associates  will  not vote on the
Resolution.  Dr  Jelena  Manojlovic  will  not  vote  on  the Resolution and has
undertaken  to take all reasonable steps to  ensure that her associates will not
vote on the Resolution.

Full  details of  the transaction  are detailed  in the  Circular which  will be
available on the Company's website: www.ruukkigroup.com.


RUUKKI GROUP PLC
Thomas Hoyer
CEO


For additional information, please contact:

Ruukki Group Plc
Thomas Hoyer, CEO, +358 (0)10 440 7000, thomas.hoyer@ruukkigroup.com
Markus  Kivimäki,  General  Manager:  Corporate  Affairs,  +358 (0)10 440 7000,
markus.kivimaki@ruukkigroup.com

Investec Bank Plc
Stephen Cooper, +44 (0)20 7597 5104, stephen.cooper@investec.co.uk

RBC Capital Markets
Martin Eales, +44 (0)20 7653 4000, martin.eales@rbccm.com
Peter Barrett-Lennard, +44 (0)20 7653 4000, peter.barrett-lennard@rbccm.com


Ruukki  Group is  a chrome  mining and  minerals producer  focused on delivering
sustainable  growth with a  speciality alloys business  in southern Europe and a
ferro  alloys business in southern  Africa. The Company is  listed on NASDAQ OMX
Helsinki (RUG1V) and the Main Market of the London Stock Exchange (RKKI).
www.ruukkigroup.com

Distribution:
NASDAQ OMX Helsinki
London Stock Exchange
main media
www.ruukkigroup.com

[HUG#1603485]