Componenta - Company Announcement

Componenta executed a Share Issue, a Hybrid Bond and two notes and raised in total approximately EUR 77.3 million

Componenta Corporation   Stock Exchange Release 27.8.2013 at 14.00

Not for publication or distribution in or into Australia, Canada, Hong Kong,
Japan, South Africa, the United States or any other jurisdiction in which the
publication or distribution would be unlawful. 

The Board of Directors of Componenta Corporation decided today, in addition to
the executions of the share issue and the hybrid bond, to issue two new Finnish
law governed notes (private placement) and to approve the subscriptions
received by now. The amount of the unsecured notes to be directed to qualified
investors and holders of the Company's existing bond 2010 is EUR 15 - 25
million. The amount of subscriptions of the unsecured notes received by now is
approximately EUR 22.3 million in total. The principal and interest of the bond
2010 may be used for payment of the subscriptions of the notes. The unsecured
notes bear fixed interest at the rate of 10.75 per cent per annum, and the
maturity is 3.5 years. The unsecured notes will later be listed on NASDAQ OMX
Helsinki Ltd. The amount of the secured notes subscribed by a Finnish
institutional investor is EUR 10 million, and the maturity is 3 years. The two
notes replace the offering of the Swedish law governed senior unsecured bond
announced earlier. 

As the capital raised through the two new notes exceeds EUR 30 million, all
prerequisites for the executions of the share issue and the hybrid bond are
fulfilled, and the Board of Directors of the Company decided today to approve
the subscriptions of the share issue and the hybrid bond. 

The Company will use the capital raised through the share issue as well as the
loan amounts of the hybrid bond and the two notes for refinancing and repayment
of the bond 2010 expiring on 29 September 2013, for repayment of other interest
bearing debt as well as for the Company's general financing needs. 

Componenta raised IFRS classified equity capital in these capital market
transactions altogether EUR 28.8 million. This has approximately 6 per cent
points positive impact on the Group's equity ratio. 

The cash funds invested into the company in these capital market transactions
totalled EUR 22.6 million, which also includes the investments of EUR 4 million
made by the Company's two largest shareholders in the end of June 2013. 

Share Issue

The Board of Directors of the Company approved the subscriptions of 7,038,051
new shares in the share issue, corresponding to a total of EUR 11,260,881.60,
at the subscription price of EUR 1.60 per share. The subscribers are estimated
to be informed in writing about the approval of subscriptions on 27 August
2013. Approved subscriptions must be paid no later than 30 August 2013 in
accordance with the instructions provided together with the notice of approval
of the place of subscription. 

The new shares subscribed in the share issue represent approximately 31.7 per
cent of all of the Componenta shares and related voting rights before the share
issue, and following the share issue, approximately 24.0 per cent of all of the
Componenta shares and related voting rights. 

The new shares subscribed in the share issue are estimated to be entered into
the Trade Register on 11 September 2013. Trading with the new shares is
estimated to commence on 12 September 2013. Following the share issue the
number of the Company's shares will increase by 7,038,051 shares up to
29,269,224 shares. 

Hybrid Bond

The Board of Directors of the Company approved subscriptions of the hybrid
bond, EUR 33,702,000.00 million in total. The subscribers of the hybrid bond
are estimated to be informed in writing about the approval of subscriptions on
27 August 2013. Approved subscriptions must be paid no later than 30 August
2013 in accordance with the instructions provided together with the notice of
approval of the place of subscription. 

Payment of Subscriptions

The holders of the Company's existing capital notes, the bond and the hybrid
bond 2012 had the right to use the assets pertaining to the principals of the
capital notes and the bonds receivable from the Company to pay the
subscriptions, in the manner described in the terms and conditions of the share
issue, the hybrid bond and the unsecured notes in more detail. 

After the payment of the subscriptions, the remaining amounts of the Company's
capital notes and bond are the following: capital notes 2009 approximately EUR
1.3 million, capital notes 2010 approximately EUR 2.3 million, bond 2010
approximately EUR 4.0 million at the moment and hybrid bond 2012 approximately
EUR 4.5 million. 

The unpaid interest accrued on the loan units of the Company's existing capital
notes and bond and/or hybrid bond which were used as payment for subscriptions
is estimated to be paid to the holders of the loan units in cash on 2 September
2013. 

Alexander Corporate Finance Oy acts as arranger of the share issue, the hybrid
bond and the two notes. 

Componenta will give a new stock exchange release later today, if the
subscriptions of the bond will change this afternoon during the remaining
subscription period and should the final amount thus differ from the amount
presented in this release. 

Helsinki, 27 August 2013

COMPONENTA CORPORATION


Heikki Lehtonen
President and CEO



For further information, please contact:

Heikki Lehtonen
President and CEO
tel. +358 10 403 2200

Mika Hassinen
CFO
tel. +358 10 403 2723



Componenta is a metal sector company with international operations and
production plants located in Finland, Turkey, the Netherlands and Sweden. The
net sales of Componenta were EUR 545 million in 2012 and its share is listed on
the NASDAQ OMX Helsinki. The Group employs approx. 4,300 people. Componenta
specializes in supplying cast and machined components and total solutions made
of them to its global customers, who are manufacturers of vehicles, machines
and equipment. 



DISCLAIMERS

The information contained in this communication is not for publication or
distribution, directly or indirectly, wholly or in part, in or into Australia,
Canada, Hong Kong, Japan, South Africa, the United States or any other
jurisdiction in which it would be unlawful. The information contained in this
communication shall not constitute an offer of securities for sale in the
United States, nor may the securities be offered or sold in the United States
absent registration or an exemption from registration as provided in the U.S.
Securities Act of 1933, as amended, and the rules and regulations thereunder. 
There is no intention to register any portion of the offering in the United
States or to conduct a public offering of securities in the United States. 

This communication shall not constitute a direct or indirect offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. 

The information contained herein shall not constitute an offer of securities to
the public in the United Kingdom. No prospectus has been or will be registered
in the United Kingdom in respect of the securities. The information contained
herein is directed only at (i) persons who are outside the United Kingdom or
(ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net
worth entities falling within Article 49(2) of the Order, and other persons to
whom it may lawfully be communicated (all such persons together being referred
to as “relevant persons”).  Any investment activity to which this communication
relates will only be available to and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents. 

This communication is an advertisement for the purposes of applicable measures
implementing Directive 2003/71/EC (such Directive, as amended, together with
any applicable implementing measures in the relevant home Member State under
such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to
the Prospectus Directive will be published in connection with any offering of
securities, and will be available at locations receiving subscriptions for
shares. 

Any offer of securities that may be deemed to be made pursuant to this
communication in any EEA Member State that has implemented the Prospectus
Directive is only addressed to qualified investors in that Member State within
the meaning of the Prospectus Directive. 

Alexander Corporate Finance Oy is acting exclusively for Componenta Corporation
and no one else in connection with the share issue and offering of the hybrid
bond and the two notes. They will not regard any other person (whether or not a
recipient of this communication) as their respective clients in relation to the
share issue, the hybrid bond and the notes, and will not be responsible to
anyone other than Componenta Corporation for providing the protections afforded
to their respective clients, nor for giving advice in relation to the share
issue, the hybrid bond or the notes. No representation or warranty, express or
implied, is made by Alexander Corporate Finance Oy as to the contents,
accuracy, completeness or verification of the information set forth in this
communication, and nothing contained in this communication is, or shall be
relied upon as, a promise or representation in this respect, whether as to the
past or the future. Alexander Corporate Finance Oy does not assume any
responsibility for the contents, accuracy, completeness or verification of the
communication and, accordingly, disclaim, to the fullest extent permitted by
applicable law, any and all liability which they may otherwise be found to have
in respect of this communication.

Attachments:

release_27082013_componenta_approved_subsriptions.pdf