2014-02-28 13:35:00 CET
2014-02-28 13:35:04 CET
REGULATED INFORMATION
Outokumpu Oyj - Company Announcement
Outokumpu Board of Directors decide on the terms and conditions of the EUR 665 million rights offering
OUTOKUMPU OYJ
STOCK EXCHANGE RELEASE
February 28, 2014 at 2.35 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.
The rights offering in brief
-- Net proceeds of approximately EUR 640 million to strengthen Outokumpu's
financial position for the company to carry out its turnaround plan
-- Four (4) new shares for one (1) existing share held on the record date of
March 5, 2014
-- Subscription price of EUR 0.08 per new share
-- Outokumpu shares will trade ex-rights from March 3, 2014
-- Subscription period begins on March 10 and ends on March 26, 2014
-- Trading in subscription rights begins on March 10, 2014 and ends on March
19, 2014
-- Fully underwritten rights offering through shareholder subscription
commitments and bank underwriting
-- Conference call for on Friday, February 28 at 4.00 pm EET
Overview
Based on the authorization granted by the Extraordinary General meeting of
shareholders on February 14, 2014, the Board of Directors of Outokumpu Oyj has
resolved on the rights offering of EUR 665 million to raise net proceeds of
approximately EUR 640 million. The proceeds from the rights offering will be
used to strengthen Outokumpu's financial position and provide Outokumpu with
sufficient liquidity to complete its turnaround plan aimed at returning to
sustainable profitability with the objective to create shareholder value as a
leading stainless steel producer.
A total of 8,308,534,476 new shares (the "Offer Shares") will be offered for
subscription with pre-emptive rights for existing shareholders (the
“Offering”). Shareholders who are registered in the Company's shareholder
register maintained by Euroclear Finland Ltd on the record date of the Offering
on March 5, 2014 (the “Record Date”), will receive one (1) freely transferable
subscription right (the “Subscription Right”) in the form of a book-entry for
each existing share of Outokumpu held on the Record Date. One (1) Subscription
Right will entitle its holder to subscribe for four (4) Offer Shares at a
subscription price of EUR 0.08 per Offer Share (the “Subscription Price”). The
Subscription Price corresponds to an implied discount to the theoretical
ex-rights price of approximately 43.7 percent, based on Outokumpu's closing
share price of EUR 0.39 on February 27, 2014. No fractions of the Offer Shares
will be allotted and a Subscription Right cannot be exercised partially.
Shares will trade ex-rights from March 3, 2014. The subscription period
commences on March 10, 2014 and expires on March 26, 2014 at 8.00 pm EET.
Public trading of the Subscription Rights on the Helsinki Stock Exchange
commences on March 10, 2014 and expires on March 19, 2014.
The Offer Shares will represent approximately 80 percent of all shares of
Outokumpu and votes attached to such shares after the completion of the
Offering.
Existing shareholders of Outokumpu and other investors may subscribe for Offer
Shares also without Subscription Rights (the “Secondary Subscription”). Offer
Shares will be allocated to subscribers in the Secondary Subscription in the
event that not all the Offer Shares have been subscribed for pursuant to the
exercise of Subscription Rights. The allocation of Offer Shares in the
Secondary Subscription will be primarily determined per book-entry account in
proportion to the number of Subscription Rights exercised for subscription of
Offer Shares.
Outokumpu expects to publish the preliminary results of the Offering in a stock
exchange release on or about March 31, 2014 and the final results of the
Offering on or about April 3, 2014.
The terms and conditions of the Offering are attached to this stock exchange
release.
Publication of the offering circular
In relation to the Offering, Outokumpu has submitted a Finnish language
offering circular for the approval of the Finnish Financial Supervisory
Authority, and such offering circular is expected to be published on March 6,
2014. The Finnish language offering circular is expected to be available on
Outokumpu's website www.outokumpu.com/fi/sijoittajat/rights-issue/ on March 6,
2014 and expected to be available at the branch offices of Nordea and Danske
Bank in Finland and at Helsinki Stock Exchange on March 10, 2014.
The offering circular includes pro forma figures that have not been previously
disclosed. These pro forma figures are attached to this stock exchange release.
Use of proceeds
The net proceeds received by Outokumpu from the Offering will be approximately
EUR 640 million.
The proceeds from the Offering will be used to strengthen Outokumpu's financial
position and provide Outokumpu with sufficient liquidity to complete its
turnaround plan aimed at returning to sustainable profitability with the
objective to create shareholder value as a leading stainless steel producer.
Subscription commitments and underwriting
Solidium Oy and certain other shareholders (together, the “Subscription
Guarantors”), whose holdings in Outokumpu represent an aggregate of 52.8
percent of the existing shares, have each separately and irrevocably undertaken
to subscribe and pay for, at the Subscription Price, such number of Offer
Shares that corresponds to the respective Subscription Guarantor's pro rata
allocation in the Offering on the basis of the Subscription Rights to be
allocated to it. Solidium has undertaken to subscribe or pay for Offer Shares
only to the extent that such subscription and payment does not result in
Solidium receiving ownership of more than 29.9 percent of the shares and votes
in Outokumpu.
Danske Bank A/S, Helsinki Branch (“Danske Bank”), Nordea Bank Finland Plc
(“Nordea”), Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (“SEB”),
BNP Paribas, Crédit Agricole Corporate and Investment Bank (“Crédit Agricole
CIB”), J.P. Morgan Securities Plc (“J.P. Morgan”), and Swedbank AB (publ)
(“Swedbank”) have entered into an agreement with Outokumpu pursuant to which
they have severally agreed, subject to certain conditions, to procure
subscribers for any Offer Shares that may remain unsubscribed for in the
Offering, excluding the Offer Shares that the Subscription Guarantors have
irrevocably committed to subscribe for as set out above, or, failing which, to
subscribe for such Offer Shares themselves.
Important dates
· Board decision on the terms and conditions of the Offering February 28, 2014
· Ex-rights date March 3, 2014
· Record Date March 5, 2014
· Offering circular publication (on or about) March 6, 2014
· Subscription period and trading in Subscription Rights March 10, 2014
begin
· Trading in Subscription Rights ends March 19, 2014
· Subscription period ends March 26, 2014
· Trading in interim shares representing Offer Shares begins March 27, 2014
· Preliminary result of the Offering announced (expected) March 31, 2014
· Final result of the Offering announced (expected) April 3, 2014
· Offer Shares registered in trade register (expected) April 4, 2014
· Trading in Offer Shares as shares begins (expected) April 4, 2014
Danske Bank, Nordea and SEB are acting as Joint Global Coordinators and Joint
Bookrunners for the Offering. BNP Paribas, Crédit Agricole CIB, J.P. Morgan and
Swedbank are acting as Joint Bookrunners for the Offering. White & Case LLP
acts as the legal counsel for Outokumpu.
Conference call today, February 28, 2014 at 4.00 pm EET
A conference call concerning the rights offering will be held on Friday,
February 28, 2014 at 4.00 pm EET. Presentation for the conference call is
available at www.outokumpu.com/fi/sijoittajat/rights-issue/.
To participate in the conference call, please dial in five minutes before the
beginning of the event:
US: +1 334 323 6201
UK: +44 20 7162 0077
Participant code: 942292
For more information:
Investors: Johanna Henttonen, tel. +358 9 421 3804, mobile +358 40 530 0778
Media: Saara Tahvanainen, tel. +358 40 589 0223
Outokumpu Group
Outokumpu is the global leader in stainless steel and high performance alloys.
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 40 countries, with headquarters in
Espoo, Finland and shares listed in 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.
TERMS AND CONDITIONS OF THE OFFERING
Overview of the Offering
On February 14, 2014, the Extraordinary General Meeting of shareholders of
Outokumpu Oyj (“Outokumpu” or the “Company”) authorized the Company's Board of
Directors to decide on a share issue in which shareholders will have a right to
subscribe for new shares in proportion to their existing shareholdings in the
Company. The number of new shares issued based on the authorization may not
exceed 65,000,000,000 shares. The Company's Board of Directors was authorized
to decide upon other terms and conditions of the share issue.
On February 28, 2014, the Board of Directors of the Company resolved, based on
the authorization granted by the Extraordinary General Meeting of shareholders
of the Company, to issue a maximum of 8,308,534,476 new shares in the Company
(the “Offer Shares”) in the offering for consideration based on the pre-emptive
subscription right of the shareholders (the “Offering”) as set forth in these
terms and conditions of the Offering.
As a result of the Offering, the total number of shares in the Company may
increase from 2,078,081,348 existing shares (the “Existing Shares” and,
together with the Offer Shares, the “Shares”) to a maximum of 10,386,615,824
Shares. Assuming the Offering is fully subscribed for, the Offer Shares
represent 400 percent of the Existing Shares and related voting rights prior
the Offering and 80 percent of all Shares and related voting rights after the
completion of the Offering.
Right to Subscribe for Offer Shares with Subscription Rights (Primary
Subscription)
The Offer Shares will be offered for subscription to the shareholders of the
Company in proportion to their shareholdings in the Company on the record date
(the “Record Date”) of the Offering.
The Record Date of the Offering is March 5, 2014.
Each holder of Existing Shares who is registered in the Company's shareholders'
register maintained by Euroclear Finland Ltd (“Euroclear Finland”) on the
Record Date will receive one (1) subscription right in the form of a book-entry
(the “Subscription Right”) for each Existing Share owned on the Record Date.
One (1) Subscription Right will entitle its holder to subscribe for four (4)
Offer Shares. No fractions of the Offer Shares will be allotted and a
Subscription Right cannot be exercised partially. The Subscription Rights will
be registered on shareholders' book-entry accounts on March 5, 2014.
No Subscription Rights will be allocated to the treasury Shares of the Company.
The Subscription Rights will be subject to public trading on NASDAQ OMX
Helsinki Ltd (the “Helsinki Stock Exchange”) from March 10, 2014 to March 19,
2014.
If an Existing Share entitling to a Subscription Right is pledged or subject to
any other restrictions, the Subscription Right may not necessarily be exercised
without consent of the pledgee or holder of any other right.
Right to Subscribe for Offer Shares Unsubscribed for in the Primary
Subscription without Subscription Rights (Secondary Subscription)
The Board of Directors of the Company will decide to offer the Offer Shares,
which have not been subscribed for pursuant to the Subscription Rights, if any,
in a secondary offering to shareholders of the Company and/or to other
investors who have submitted a subscription assignment to subscribe for the
Offer Shares without Subscription Rights and/or, if Offer Shares are not fully
subscribed for thereafter, to subscribers procured by Danske Bank A/S, Helsinki
Branch, Nordea Bank Finland Plc and Skandinaviska Enskilda Banken AB (publ)
Helsinki Branch (together the “Joint Global Coordinators”), BNP Paribas, Crédit
Agricole Corporate and Investment Bank, J.P. Morgan Securities Plc and Swedbank
AB (publ) (together the “Joint Bookrunners,” and together with the Joint Global
Coordinators, the “Managers”), and/or, if Offer Shares are still not fully
subscribed for, to the Managers, in each case, subject to the terms and
conditions of the Underwriting Agreement (as defined below). See also
“—Subscription for Offer Shares without Subscription Rights in the Secondary
Subscription and Allotment” below.
Participation of the Subscription Guarantors in the Offering and Underwriting
Subject to certain conditions, Solidium Oy and certain other investors
(together, the “Subscription Guarantors”), whose holdings in the Company
represent an aggregate of 52.8 percent of the Existing Shares, have each
separately and irrevocably undertaken to subscribe and pay for, at the
Subscription Price (defined below), such number of Offer Shares that
corresponds to the respective Subscription Guarantor's pro rata allocation in
the Offering on the basis of the Subscription Rights to be allocated to it.
Solidium Oy has undertaken to subscribe or pay for Offer Shares only to the
extent that such subscription and payment does not result in Solidium Oy
receiving ownership of more than 29.9 percent of the Shares and votes in the
Company.
The Managers have entered into an agreement with the Company pursuant to which
they have severally agreed, subject to certain conditions, to procure
subscribers for any Offer Shares that may remain unsubscribed for in the
Offering, excluding the Offer Shares that the Subscription Guarantors have
irrevocably committed to subscribe for as set out above, or, failing which, to
subscribe for such Offer Shares themselves (the “Underwriting Agreement”).
Subscription Price
The subscription price is EUR 0.08 per Offer Share (the “Subscription Price”).
The Subscription Price will be recorded into the invested unrestricted equity
reserve of the Company.
Subscription Period
The subscription period will commence on March 10, 2014 and expire at 8.00 pm
EET on March 26, 2014 (the “Subscription Period”). The places of subscription
will accept subscription assignments during their normal business hours.
Places of subscription, book-entry account operators and custodians may request
submission of a subscription assignment from their customers already at a
certain date before the public trading with the Subscription Rights or the
Subscription Period ends.
Places of Subscription
Subscription for Offer Shares may be effected at Nordea Bank Finland Plc's
(“Nordea”) branch offices and Nordea Private Banking units during their normal
business hours, and Nordea Customer Service by telephone with bank identifier
codes from Monday to Friday from 8.00 a.m. to 8.00 p.m. Finnish time in Finnish
at +358 200 3000 (local network charge/mobile phone charge apply), in Swedish
at +358 200 5000 (local network charge/mobile phone charge apply), or in
English from Monday to Friday from 10.00 a.m. to 4.30 p.m. Finnish time at +358
200 70000 (local network charge/mobile phone charge apply). A subscription
assignment submitted through Nordea Customer Service requires that the
subscriber has a valid bank identifier code agreement with Nordea. Corporations
cannot give subscription assignments by telephone through Nordea Customer
Service. The Nordea Customer Service calls are recorded. Subscription cannot be
effected through the Nordea net bank service.
Subscription for Offer Shares can also be effected at Danske Bank Oyj's
(“Danske Bank”) branch offices and at Danske Bank Private Banking offices
during their normal business hours, and Danske Bank Investment Line by
telephone with bank identifier codes from Monday to Friday from 9.00 a.m. to
6.00 p.m. Finnish time at +358 200 2000 (local network charge/mobile phone
charge apply). A subscription assignment submitted through Danske Bank
Investment Line requires that the subscriber has a valid bank identifier code
agreement with Danske Bank. The Danske Bank Investment Line calls are recorded.
In addition, subscription assignments may be submitted to the book-entry
account operators and custodians who have entered into an authorized
representative agreement with Nordea for the receipt of subscriptions.
Exercise of Subscription Rights in the Primary Subscription
A shareholder may participate in the Offering by subscribing for the Offer
Shares by using the Subscription Rights on the shareholder's book-entry account
and by paying the Subscription Price thereof. In order to participate in the
Offering, a shareholder must give a subscription assignment in accordance with
the instructions provided by the shareholder's own book-entry account operator
or custodian. If the shareholder's own book-entry account operator or custodian
does not provide instructions in relation to the subscription, the shareholder
should contact Nordea or Danske Bank. The book-entry account customers of
Euroclear Finland must submit their subscription assignment at a branch office
of Nordea or Danske Bank.
Holders of Subscription Rights purchased from the Helsinki Stock Exchange must
submit their subscription assignments in accordance with the instructions given
by their own book-entry account operator or custodian.
Shareholders and other investors participating in the Offering, whose Existing
Shares or Subscription Rights are held through a nominee, must submit their
subscription assignments in accordance with the instructions given by their
nominee.
Subscription assignments must be submitted separately for each book-entry
account.
Incomplete or erroneous subscription assignments may be rejected. A
subscription assignment may be rejected, if the subscription payment is not
made according to these terms and conditions or if such payment is incomplete.
In these situations, the subscription payment will be refunded to the
subscriber. No interest will be paid on the refunded amount.
Any exercise of the Subscription Rights is irrevocable and may not be modified
or cancelled other than as set forth under “—Withdrawal of Subscriptions under
Certain Circumstances” below.
Any unexercised Subscription Rights will expire without any compensation at the
end of the Subscription Period at 8.00 pm EET on March 26, 2014.
Subscription for Offer Shares without Subscription Rights in the Secondary
Subscription and Allotment
Subscription for the Offer Shares without Subscription Rights must be effected
by a shareholder and/or other investor by submitting a subscription assignment
and simultaneously paying the Subscription Price in accordance with the
instructions provided by his/her book-entry account operator, custodian, or in
case of nominee-registered holders, in accordance with the instructions
provided by the nominee. A subscription assignment can also be submitted at the
places of subscription set forth above. If a shareholder and/or other investor
does not receive instructions from his/her book-entry account operator,
custodian or nominee or if a subscription assignment cannot be returned to
his/her book-entry account operator, custodian or nominee, the subscription
assignment can be made at any of Nordea's or Danske Bank's branch offices. If
several subscription assignments are submitted in relation to a single
book-entry account, the assignments will be combined into one assignment per
book-entry account. The subscription assignment and payment must be received by
the shareholder's and/or investor's book-entry account operator, custodian or
nominee or, if the subscription assignment has been submitted to Nordea or
Danske Bank, by Nordea or Danske Bank, as the case may be, on March 26, 2014 at
the latest or on an earlier date in accordance with the instructions by the
book-entry account operator, custodian or nominee.
In the event that not all of the Offer Shares have been subscribed for pursuant
to the exercise of the Subscription Rights, the Board of Directors of the
Company shall determine the allocation of the Offer Shares subscribed for
without Subscription Rights as follows:
-- first, to those that subscribed for Offer Shares also pursuant to
Subscription Rights. If the Offering is oversubscribed by such subscribers,
the allocation among such subscribers will be determined per book-entry
account in proportion to the number of Subscription Rights exercised by
subscribers for subscription of Offer Shares and, where this is not
possible, by drawing of lots;
-- second, to those that have subscribed for Offer Shares without Subscription
Rights only and, if the Offering is oversubscribed by such subscribers, the
allocation among such subscribers will be determined per book-entry account
in proportion to the number of Offer Shares which such subscribers have
subscribed for and, where this is not possible, by drawing of lots; and
-- third, to subscribers procured by the Managers or, failing which, to the
Managers in accordance with, and subject to, the terms and conditions of
the Underwriting Agreement. The subscription period with respect to the
Managers and/or to subscribers procured by the Managers expires on April
10, 2014.
The Company will confirm the approval or rejection of subscriptions for Offer
Shares without Subscription Rights to all investors that have given such
subscription assignments for the subscription for Offer Shares without
Subscription Rights.
If the allocation of Offer Shares subscribed for without Subscription Rights
does not correspond to the amount of Offer Shares indicated in the subscription
assignment, the Subscription Price paid for non-allocated Offer Shares will be
refunded to the subscriber on or about April 7, 2014. No interest will be paid
on the refunded amount.
Withdrawal of Subscriptions under Certain Circumstances
In the event that the offering circular related to the Offering (the “Offering
Circular”) is supplemented or amended due to an error or omission in the
Offering Circular or due to material new information which, in each case, could
be of material importance to investors, investors who have subscribed for the
Offer Shares are entitled to withdraw their subscriptions in accordance with
the Finnish Securities Markets Act (746/2012, as amended) within a minimum of
two (2) business days from the publication of the supplement or amendment to
the Offering Circular. A withdrawal of a subscription may only be made in
respect of all of the Offer Shares the shareholder has subscribed for. The
withdrawal right may only be used if the investor has committed to subscribe or
subscribed for the Offer Shares prior to the publication of the supplement or
amendment to the Offering Circular and provided that the error, omission or
material new information that has resulted in the supplement or amendment has
become known prior to delivery of the Offer Shares to the investor and, for the
Offer Shares subscribed for pursuant to the Subscription Rights, the time when
trading with the interim shares representing the Offer Shares (the “Interim
Shares”) begins. The procedure regarding the withdrawal of the subscriptions
will be announced together with any such supplement or amendment to the
Offering Circular through a stock exchange release.
Public Trading of the Subscription Rights
Holders of Subscription Rights may sell their Subscription Rights on the market
at any time during the public trading of the Subscription Rights. Public
trading of the Subscription Rights on the Helsinki Stock Exchange commences on
March 10, 2014 and expires on March 19, 2014. The price of the Subscription
Rights on the Helsinki Stock Exchange will be determined in market trading.
Subscription Rights may be sold or purchased by giving a sell or purchase
assignment to one's own book-entry account operator or to any securities
broker.
The ISIN code of the Subscription Rights is FI4000085485 and the trading symbol
is OUT1VU0114.
Payment for the Subscriptions
The Subscription Price of the Offer Shares subscribed for in the Offering will
be paid in full at the time of submission of the subscription assignment in
accordance with the instructions given by the place of subscription, the
book-entry account operator or the custodian.
A subscription will be deemed effected only after the arrival of the
subscription assignment at the subscription place or relevant book-entry
account operator or custodian and of the payment of the Subscription Price in
full.
Approval of the Subscriptions
The Board of Directors of the Company will approve all subscriptions pursuant
to the Subscription Rights made in accordance with these terms and conditions
of the Offering and applicable laws and regulations on or about April 3, 2014
and will, in accordance with the allocation principles set out under
“—Subscription for Offer Shares without Subscription Rights in the Secondary
Subscription and Allotment” above, approve subscriptions without Subscription
Rights made in accordance with these terms and conditions of the Offering and
applicable laws and regulations. No confirmation letters of acceptance of
primary subscriptions made pursuant to the Subscription Rights will be sent.
However, confirmation letter of acceptance of secondary subscription will be
sent.
The Company will publish the final results of the Offering in a stock exchange
release on or about April 3, 2014.
Registration of the Offer Shares to the Book-entry Accounts and Trading of the
Offer Shares
The Offer Shares subscribed for in the Offering will be issued in book-entry
form in the book-entry securities system maintained by Euroclear Finland. The
Offer Shares subscribed for pursuant to the exercise of the Subscription Rights
will be recorded on the subscriber's book-entry account as Interim Shares
representing the Offer Shares after the subscription has been effected. The
ISIN code of the Interim Shares will be FI4000085493 and the trading symbol
will be OUT1VN0114. The Interim Shares will be freely transferable and trading
with the Interim Shares on the official list of the Helsinki Stock Exchange, as
a separate class of securities, will commence on the first trading day
following the expiration of the Subscription Period on or about March 27, 2014.
The Interim Shares will be combined with the Existing Shares (the ISIN code
FI0009002422 and the trading symbol OUT1V) when the Offer Shares have been
registered with the Trade Register. Such combination is expected to occur on or
about April 4, 2014. The trading of the Offer Shares on the official list of
the Helsinki Stock Exchange is expected to commence on or about April 4, 2014.
The Offer Shares subscribed for without Subscription Rights will be recorded as
Shares on the subscriber's book-entry account on or about April 4, 2014.
The Offer Shares are freely transferable.
Shareholder Rights
The Offer Shares will carry the right to receive dividends and other
distributions of funds, if any, and other shareholder rights in the Company as
of the registration of the Offer Shares with the Trade Register, which will
occur on or about April 4, 2014.
The Offer Shares will rank pari passu with all Existing Shares as of the
registration of the Offer Shares with the Trade Register. Each Offer Share
entitles its holder to one vote at the General Meeting of shareholders of the
Company.
Payments and Expenses
No transfer tax or service fee is payable on the subscription of the Offer
Shares. Book-entry account operators, custodians and securities brokers, who
exercise assignments regarding the Subscription Rights, may charge a brokerage
fee for these assignments in accordance with their own price lists. Book-entry
account operators and custodians also charge a fee for the maintenance of the
book-entry account and the deposit of shares in accordance with their price
list.
Information
The documents referred to in Chapter 5, Section 22 of the Finnish Companies Act
(624/2006, as amended), are available for review at the Company's website at
www.outokumpu.com/en/investors/General-meetings.
Applicable Law and Dispute Resolution
The Offering will be governed by the laws of Finland. Any disputes arising in
connection with the Offering will be settled by the court of competent
jurisdiction in Finland.
Other Issues
The Board of Directors of the Company will resolve any other issues and
practical matters relating to the issue of the Offer Shares and the Offering.
PRO FORMA FIGURES
Pro Forma Adjustments
The unaudited pro forma financial information has been prepared as if the
divestment of the Terni remedy assets and the VDM business to ThyssenKrupp,
rights issue and refinancing measures had been completed on January 1, 2013 for
the purposes of the unaudited pro forma consolidated statement of income and
unaudited pro forma statement of comprehensive income for the year 2013, and on
December 31, 2013 for the purposes of the unaudited pro forma consolidated
statement of financial position as at December 31, 2013.
The unaudited pro forma financial information is based on the financial
information derived from the Outokumpu's audited consolidated financial
statements for the year 2013. The unaudited pro forma financial information was
prepared on a basis consistent with IFRS as adopted by the EU and been prepared
in a manner consistent with the accounting principles applied in Outokumpu's
audited consolidated financial statements for the year 2013.
The unaudited pro forma financial information has been prepared for
illustrative purposes and, because of its nature, addresses a hypothetical
situation and therefore, do not represent Outokumpu's actual financial position
or results of operations. The pro forma adjustments are based upon available
information and assumptions. There can be no assurance that the assumptions
used in the preparation of the unaudited pro forma financial information will
prove to be correct. Pro forma adjustment I below has been made to represent
the divestment of the Terni remedy assets and the VDM business to ThyssenKrupp
on February, 28, 2014 in consideration for the loan note. The final values of
disposed assets and liabilities can only be determined based on the financial
statements on the completion date. They may differ significantly from the
values presented in the pro forma financial information based on financial
information as at December 31, 2013. The divestment agreement also included
terms and conditions regarding the level of working capital and net financial
debt of the divested entities which can only be finally determined based on the
financial statements on the completion date of the divestment. Under certain
circumstances these items could have an impact on Outokumpu's net debt and the
gain or loss on the divestment presented in the pro forma financial
information.
The following describes the main components of the adjustments made in the pro
forma financial information:
Pro Forma Adjustment I
Pro forma adjustment I reflects Outokumpu's divestment of the Terni remedy
assets and the VDM business to ThyssenKrupp on February, 28, 2014 in
consideration for the loan note, which is included in the consolidated
statement of financial position as at December 31, 2013. The net result of the
divestment is assumed to be zero in the pro forma financial information.
As a result of the divestment, the assets and liabilities classified as held
for sale in Outokumpu's consolidated statement of financial position were
disposed of and have been deducted from the respective line items in the pro
forma consolidated statement of financial position. In the pro forma statement
of consolidated income, the results of the divested entities for the year 2013
have been reversed from the line item net results for the financial year from
discontinued operations. The loan note used as consideration for the
divestment, including capitalized interest, has been deducted from long-term
debt in the pro forma consolidated statement of financial position. Also an
interest liability related to the loan note and recognized using the effective
interest method has been deducted from current trade and other liabilities.
Interest expenses related to the loan note have been reversed in the pro forma
consolidated statement of income.
Intra-group trade and other receivables and trade and other payables between
Outokumpu and divested entities remain in force at the date of divestment and,
following the completion of the divestment, become external receivables and
payables of Outokumpu. Their assumed net impact has been added in trade and
other payables in the pro forma consolidated statement of financial position.
Pro Forma Adjustment II
Pro forma adjustment II reflects the impact arising from the rights issue on
Outokumpu's cash and cash equivalents and shareholders' equity. The net
proceeds from the rights issue are assumed to remain in Outokumpu's cash and
cash equivalents.
Pro Forma Adjustment III
Pro forma adjustment III reflects the impact of the refinancing measures dated
February 28, 2014. The adjustment assumes that certain amounts have been drawn
under the new revolving facility to repay the previous facility and the TK
revolving backup facility. The maturities of certain loan facilities have been
extended in accordance with the new financing agreements. In addition, the
adjustment reflects the costs of the refinancing measures, including new EUR
500 million syndicated loan facility and Outokumpu's security package to secure
its notes and most of its debt financing.
In the pro forma consolidated statement of financial position, the loans and
revolving facilities resulting from the refinancing measures and loans and
revolving facilities of a long-term nature have been recognized initially at
fair value, net of transaction costs incurred. Transfers of loans from current
debt to long-term debt results from the extension of the maturities of the
extended facilities. The assumed impacts of the refinance measures on interest
and other financial expenses have been recognized in the pro forma consolidated
statement of income.
Unaudited pro forma statement of income
EUR in millions Jan 1 Pro Pro Pro Pro
to forma forma forma forma, Dec 31, adjustm adjustme adjustme Jan 1
2013 ent I nt II nt III to
(audite Dec 31,
d) 2013
(unaudi
ted)
Continuing operations
Sales 6 745 6 745
Cost of sales -6 847 -6 847
Gross margin -102 -102
Other operating income 24 24
Selling and marketing expenses -144 -144
Administrative expenses -230 -230
Research and development expenses -26 -26
Other operating expenses -31 -31
Operating result -510 -510
Share of results of associated -2 -2
companies and joint ventures
Financial income and expenses
Interest income 13 13
Interest expenses -210 85 -16 -141
Market price gains and losses -37 -37
Other financial income 0 0
Other financial expenses -76 -22 -98
Total financial income and -310 85 -38 -263
expenses
Profit before taxes -822 85 -38 -775
Income taxes -11 -11
Net result for the period from -832 85 -38 -786
continuing operations
Discontinued operations
Net result for the period from -170 170 -
discontinued operations
Net result for the period -1 003 255 -38 -786
Unaudited pro forma
statement of
comprehensive income
EUR in Jan 1 to Pro forma Pro forma Pro forma Pro forma,
millions Dec 31, 2013 adjustment I adjustment adjustment Jan 1 to
(audited) II III Dec 31,
2013
(unaudited)
Net result -1 003 255 - -38 -786
for the
period
Other
comprehen
sive
income
Items that
may be
reclassif
ied
subsequen
tly to
profit or
loss:
Exchange -40 5 -35
differenc
es on
translati
ng foreign
operation
s
Available-
for-sale
financial
assets
Fair -2 -2
value
chang
es
durin
g the
finan
cial
year
Reclas -0 -0
sifica
tion
adjus
tments
from
other
compr
ehensi
ve
incom
e to
profi
t or
loss
Income 0 0
tax
relat
ing to
avail
able-f
or-sal
e
finan
cial
asset
s
Cash flow
hedges
Fair -11 0 -11
value
chang
es
durin
g the
finan
cial
year
Reclas -4 0 -4
sifica
tion
adjus
tments
from
other
compr
ehensi
ve
incom
e to
profi
t or
loss
Income 4 0 4
tax
relat
ing to
cash
flow
hedge
s
Net
investmen
t hedges
Income 1 1
tax
relat
ing to
net
inves
tment
hedge
s
Items that
will not
be
reclassif
ied to
profit or
loss:
Cash flow
hedges
Change 15 -2 14
s
durin
g the
finan
cial
year
Income -8 2 -6
tax
relat
ing to
remea
sureme
nts
Other -44 5 -39
comprehen
sive
income
for the
period,
net of
tax
Total -1 047 260 - -38 -825
comprehen
sive
income
for the
period
Pro forma unaudited
statement of financial
position
EUR in Jan 1, to Pro forma Pro forma Pro forma Pro forma
millions Dec 31, adjustment I adjustment adjustment Jan 1, to
2013 II III Dec 31,
(audited) 2013
(unaudited)
ASSETS
Non-curren
t assets
Intangible 570 570
assets
Property, 3 254 3 254
plant and
equipment
Investment 66 66
s in
associate
d
companies
and joint
ventures
Available- 15 15
for-sale
financial
assets
Investment 2 2
s at fair
value
through
profit or
loss
Derivative 2 2
financial
instrumen
ts
Deferred 24 24
tax
assets
Trade and 11 4 15
other
receivabl
es
Total 3 944 4 3 948
non-curre
nt assets
Current
assets
Inventorie 1 216 1 216
s
Available- 4 4
for-sale
financial
assets
Investment 17 17
s at fair
value
through
profit or
loss
Derivative 21 21
financial
instrumen
ts
Trade and 813 -2 -1 810
other
receivabl
es
Cash and 607 -36 642 -34 1 179
cash
equivalen
ts
Total 2 679 -36 640 -35 3 247
current
assets
Assets 2 200 -2 200 -
held for
sale
TOTAL 8 823 -2 236 640 -31 7 196
ASSETS
EUR in Jan 1, to Pro forma Pro forma Pro forma Pro forma
millions Dec 31, adjustment I adjustment adjustment Jan 1, to
2013 II III Dec 31,
(audited) 2013
(unaudited)
EQUITY AND
LIABILITI
ES
Equity
attributa
ble to the
equity
holders
of the
Company
Share 311 311
capital
Premium 714 714
fund
Invested 1 462 640 2 102
unrestric
ted equity
reserve
Other 17 -0 17
reserves
Retained -617 56 -9 -570
earnings
Total 1 887 56 640 -9 2 574
equity attributa
ble to the
equity
holders
of the
Company
Non-contro 4 -0 4
lling
interests
Total 1 891 56 640 -9 2 578
equity
Non-curren
t
liabiliti
es
Long-term 3 270 -1 283 444 2 431
debt
Derivative 15 15
financial
instrumen
ts
Deferred 26 26
tax
liabiliti
es
Defined 317 317
benefit
and other
long-term
employee
benefit
obligatio
ns
Provisions 115 115
Trade and 48 48
other
payables
Total 3 791 -1 283 444 2 952
non-curre
nt
liabiliti
es
Current
liabiliti
es
Current 893 -466 427
debt
Derivative 35 35
financial
instrumen
ts
Provisions 25 25
Current 4 4
tax
liabiliti
es
Trade and 1 136 39 1 175
other
payables
Total 2 093 39 -466 1 666
current
liabiliti
es
Liabilitie 1 048 -1 048 -
s directly
attributa
ble to
assets
held for
sale
TOTAL 8 823 -2 236 640 -31 7 196
EQUITY
AND
LIABILITI
ES
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