Componenta - Company Announcement

Publication of the prospectus regarding Componenta Corporation share issue

Componenta Corporation    Stock Exchange Release 5.9.2014 at 14.50

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. 

Componenta Corporation (”Componenta” or the ”Company”) will publish a
prospectus approved by the Finnish Financial Supervisory Authority (the
“Prospectus”) regarding the share issue that was resolved today on 5 September
2014 by the Extraordinary General Meeting of Shareholders of the Company (the
“Share Issue”). 

The Prospectus will be available as of 8 September 2014 at 9 a.m., at the
latest, at the Company's headquarters, Panuntie 4, FI-00610 Helsinki, Finland
and at Alexander Corporate Finance Oy (“the Arranger”), Pohjoisesplanadi 37 A,
7th floor, FI-00100 Helsinki, Finland, as well as in electronic form on the
websites of the Company, www.componenta.com/fi_investors/fi_componenta_ir/ and
the Arranger, www.acf.fi. The Prospectus will be available in Finnish only. 

The Prospectus includes earlier unpublished information described below in more
detail. New Shares mean shares to be offered in the Share Issue and the Private
Placement means on 15 August 2014 executed share issue offered to a limited
group of selected investors. 

  -- “The Company has negotiated with its suppliers and service providers on
     lengthening payment terms so that the new payment terms are 30 days longer
     than the previous payment terms. Over 400 suppliers and service providers
     have approved the longer payment terms.”
  -- “The Working Capital Statement of the Management

The Company's current working capital is not sufficient for its needs within
the next 12 months. The Company's working capital shortfall is expected to be
covered by the financing arrangements published on 15 August 2014. 

At the beginning of 2014, Componenta started financing arrangements, the
purpose of which has been to refinance the Company's interest bearing debt
portfolio with new long-term financing instruments. On 14 August 2014,
Componenta signed an agreement on 61.8 million euro credit facility as well as
on a new 7 million euro revolving credit facility with Nordic banks. By means
of this long-term credit facility Componenta's current short-term credit
facility will be extended by three years, and further by one extra year, by the
resolution of the Company, if certain conditions are fulfilled. Furthermore,
Componenta's subsidiary Componenta Dökümcülük A.S. signed on 13 August 2014 a
new credit facility agreement of 90 million euros with Turkish banks. The new
agreement consists of a 7-year club loan of 70 million euros and a revolving
credit facility of 20 million euros. By means of the new financing
arrangements, the average maturity of the interest bearing debts of Componenta
will be lengthened from the current approximately one-year maturity to 4.5
years. Total annual interest expenses will decrease approximately by 8 million
euros. The prerequisites for the financing agreements coming into force are,
inter alia, that Componenta hybrid bonds are used for payments of share
subscriptions at a sufficiently high level, and that loan receivables are used
for payments of New Shares in the Share Issue for the value of at least 50
million euros, and that New Shares are paid in cash for the value of at least 5
million euros. Based on the received subscription commitments, the Company
expects that these prerequisites be fulfilled. 

As part of the financing arrangements, Componenta executed a 15 million euro
Private Placement directed to a limited group of selected investors on 15
August 2014. With funds received from this Private Placement, the Company
improved its liquidity position immediately. In addition, the Extraordinary
General Meeting of Shareholders of Componenta resolved on a Share Issue on 5
September 2014. In the Share Issue, New Shares in the Company are offered for
subscription by individuals and corporations in Finland. The Company has
received a total of 5.2 million euro subscription commitments from its certain
major shareholders for subscribing New Shares in the Share Issue by using cash
to pay the subscription price. In addition, the Company has received over 63
million euro subscription commitments in total from its certain bondholders for
subscribing New Shares in the Share Issue by using the Componenta loans and
accrued but unpaid interests to pay the subscription price. 

The Company's liquidity position is tight before the executions of the planned
financing arrangements and the Share Issue due to large amount of trade
payables and lower than expected credit limits. The reasons for the large
amount of trade payables were normal seasonal fluctuation and increasing of
stocks for the production shut-downs in the summer, as well as occasional
prolonged terms of payment of the trade payables. The reason for lower credit
limits was that several Turkish banks had postponed their credit decisions due
to ongoing refinancing negotiations with main Turkish banks. In addition, the
production shut-downs in the summer made the liquidity position more difficult.
The Company's liquidity position and financing status have clearly improved due
to the executed Private Placement and the agreed arrangements. Therefore the
management of the Company expects that the Company's financing needs are
covered and the Company has enough working capital for the following 12 months,
after the Share Issue is executed and all the financing arrangements agreed
with the banks, as well as the prolonged terms of payments agreed with the
suppliers and amendments in the terms and conditions of the bonds are
implemented, which are all estimated to take place in September. 

The Company is not aware of any matter or condition that it could not fulfill.
However, it is possible that the arrangements do not materialize as planned,
and the Company should then agree with the creditors on refinancing of the
maturing loans as well as on measures to cover the financing shortfall. Should
the Company not enter into an agreement with the creditors on covering the
financial need, certain creditors would be entitled to call in the loans
prematurely, and other creditors could take steps to secure their receivables.” 

Helsinki, 5 September 2014

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 511 million in 2013 and its share is listed on
the NASDAQ OMX Helsinki. The Group employs approx. 4,400 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 herein shall not constitute an offer to sell or
tender, or a solicitation of an offer to buy or sell securities to any persons
in any jurisdiction in which such offer, solicitation or sale or tender would
be unlawful, including the USA, Australia, Canada, Hong Kong, South Africa and
Japan. The company's representatives assume no legal responsibility for such
violations, regardless of whether the parties contemplating investing in
securities are aware of these restrictions or not. Any securities that may be
offered by the company will not be registered under the US Securities Act of
1933, nor under any securities legislation of any state in the United States,
and they may not be offered, sold, resold, donated, delivered, distributed,
bought or transferred in the United States or to US citizens or on behalf of US
citizens, except pursuant to an exemption from the registration requirements of
the Securities Act of 1933 and any applicable state law legislation.

Attachments:

release_Componenta_05092014_publication of prospectus.pdf