Outokumpu Oyj - Company Announcement

Outokumpu - Rights offering oversubscribed

OUTOKUMPU OYJ
STOCK EXCHANGE RELEASE
April 4, 2014 at 12.00 pm EET


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

  -- Rights offering oversubscribed by 23%
  -- Net proceeds of approximately EUR 640 million
  -- Total number of shares in Outokumpu to increase to 10,386,615,824 shares
  -- Due to oversubscription, the underwriting was not utilized

The Board of Directors of Outokumpu Oyj has today approved all subscriptions
made pursuant to subscription rights. 

Mika Seitovirta, CEO: “We are pleased with the results of the rights offering,
which is part of the comprehensive measures we have taken to strengthen our
financial position. Together with the measures we have taken to strengthen our
balance sheet and credit profile, the proceeds from the rights offering enable
us to carry out the turnaround plan. With the oversubscribed rights offering,
our shareholders have given us a vote of confidence. We will continue the
decisive execution of our ongoing restructuring efforts and the plans for
profitable growth to return Outokumpu back to sustainable profitability and to
create shareholder value.” 

A total of 10,258,172,806 shares were subscribed for in Outokumpu's the rights
offering, representing 123.5 percent of the 8,308,534,476 shares offered (the
“offer shares”). A total of 8,276,217,384 shares were subscribed for pursuant
to subscription rights, representing 99.6 percent of all offer shares, and a
total of 1,981,955,422 shares were subscribed for without subscription rights
in the secondary subscription, representing 23.9 percent of all offer shares.
Of the offer shares subscribed for without subscription rights, 32,317,092
offer shares have been allocated to subscribers in proportion to the number of
subscription rights exercised for subscription of the offer shares by them. The
underwriting provided by Danske Bank A/S, Helsinki Branch, Nordea Bank Finland
Plc, Skandinaviska Enskilda Banken AB (publ) Helsinki Branch, BNP Paribas,
Crédit Agricole Corporate and Investment Bank, J.P. Morgan Securities Plc plc
and Swedbank AB (publ) was not utilized. 

The subscription price was EUR 0.08 per offer share and Outokumpu raised net
proceeds of approximately EUR 640 million through the rights offering. As a
result of the rights offering, the total number of shares in Outokumpu will
increase to 10,386,615,824. The offer shares will carry all ordinary
shareholder rights in Outokumpu, including the right to receive dividends and
other distributions of funds, if any, as of the registration of the offer
shares with the Finnish trade register, on or about April 7, 2014. Because the
record date of the Outokumpu's Annual General Meeting on April 14, 2014 was
April 2, 2014, the offer shares do not have voting rights in the Annual General
Meeting 2014. 

Trading in interim shares (OUT1VN0114), representing the offer shares
subscribed for pursuant to subscription rights commenced on March 27, 2014. The
interim shares will be combined with Outokumpu's ordinary shares (OUT1V) when
the offer shares have been registered with the Finnish trade register, on or
about April 7, 2014. Trading of the offer shares will commence on the official
list of NASDAQ OMX Helsinki Ltd from that same date. The allocated offer shares
subscribed for without subscription rights will be recorded on the subscriber's
book-entry account directly as ordinary shares on or about April 7, 2014. 

Outokumpu will confirm allocations of subscriptions for offer shares subscribed
for without subscription rights (secondary subscription) by mail. The
subscription price paid for the unallocated offer shares will be refunded to
such subscribers on or about April 10, 2014. 

Danske Bank, Nordea and SEB acted as Joint Global Coordinators and Joint
Bookrunners for the rights offering and BNP Paribas, Crédit Agricole CIB, J.P.
Morgan and Swedbank acted as Joint Bookrunners. 

For more information:

Saara Tahvanainen, tel. +358 40 589 0223

Outokumpu Group



Outokumpu is a global leader in stainless steel. We create advanced materials
that are efficient, long lasting and recyclable - thus building a world that
lasts forever. Stainless steel, invented a century ago, is an ideal material to
create lasting solutions in demanding applications from cutlery to bridges,
energy and medical equipment: it is 100% recyclable, corrosion-resistant,
maintenance-free, durable and hygienic. Outokumpu employs more than 12 000
professionals in more than 30 countries, with headquarters in Espoo, Finland
and shares listed on the NASDAQ OMX Helsinki. www.outokumpu.com 


DISCLAIMER

Each of Danske Bank, Nordea, SEB, BNP Paribas, Crédit Agricole CIB, J.P.
Morgan, Swedbank and their affiliates are acting exclusively for Outokumpu and
no one else in connection with the rights offering. They will not regard any
other person (whether or not a recipient of this release) as their respective
clients in relation to the rights offering and will not be responsible to
anyone other than Outokumpu for providing the protections afforded to their
respective clients, nor for giving advice in relation to the rights offering or
any transaction or arrangement referred to herein. No representation or
warranty, express or implied, is made by Danske Bank, Nordea, SEB, BNP Paribas,
Crédit Agricole CIB, J.P. Morgan or Swedbank as to the accuracy, completeness
or verification of the information set forth in this release, and nothing
contained in this release is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or the future. Danske
Bank, Nordea, SEB, BNP Paribas, Crédit Agricole CIB, J.P. Morgan and Swedbank
assume no responsibility for its accuracy, completeness or verification 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
release. 

The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia, Hong
Kong, South Africa or Japan. These written materials do 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. 

The issue, exercise or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. Outokumpu
assumes no responsibility in the event there is a violation by any person of
such restrictions. 

The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein 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. Investors
must neither accept any offer for, nor acquire, any securities to which this
document refers, unless they do so on the basis of the information contained in
the applicable prospectus published or offering circular distributed by
Outokumpu. 

Outokumpu has not authorized any offer to the public of securities in any
Member State of the European Economic Area other than Finland and Sweden. With
respect to each Member State of the European Economic Area other than Finland
and Sweden and which has implemented the Prospectus Directive (each, a
“Relevant Member State”), no action has been undertaken or will be undertaken
to make an offer to the public of securities requiring publication of a
prospectus in any Relevant Member State. As a result, the securities may only
be offered in Relevant Member States (a) to any legal entity which is a
qualified investor as defined in the Prospectus Directive; or (b) in any other
circumstances falling within Article 3(2) of the Prospectus Directive. For the
purposes of this paragraph, the expression an “offer of securities to the
public” means the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be offered so as to
enable an investor to decide to exercise, purchase or subscribe the securities,
as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State and the expression “Prospectus
Directive” means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member
State and the expression “2010 PD Amending Directive” means Directive
2010/73/EU. 

This communication 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, and other persons to whom it may lawfully be communicated,
falling within Article 49(2) of the Order (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.

Attachments:

Final results of the right offering 4.4.2014 ENG.pdf