2013-01-02 16:00:00 CET
2013-01-02 16:00:05 CET
Outokumpu Oyj - Prospectus/Announcement of Prospectus
Outokumpu supplements its listing particulars
OUTOKUMPU OYJ
STOCK EXCHANGE RELEASE
January 2, 2013 at 5.00 pm EET
Outokumpu revises the listing particulars dated December 28, 2012 relating to
the listing of 621 042 572 new shares on the official list of NASDAQ OMX
Helsinki Ltd with the following information relating to Outokumpu's
capitalization and indebtedness. The Finnish Financial Supervisory Authority
has on January 2, 2013 approved a supplement to the listing particulars.
The table in the listing particulars relating to capitalization and
indebtedness is replaced by the following table. The changes in the table
relate to the items “Net current financial indebtedness” and ”Net financial
indebtedness.” Net current financial indebtedness (actual) of EUR 529 million
is changed into negative EUR 529 million and net current financial indebtedness
(as adjusted for the Inoxum Transaction (pro forma)) of negative EUR 554
million is changed into positive EUR 554 million. Net financial indebtedness
(actual) of EUR 2 102 million is changed into EUR 1 044 million and net
financial indebtedness (as adjusted for the Inoxum Transaction (pro forma)) of
EUR 1 995 million is changed into EUR 3 103 million.
As at September 30, 2012
----------------------------
Actual As adjusted for
the Inoxum
Transaction
(pro forma)(1)
----------------------------
(unaudited)
(EUR in millions)
CAPITALIZATION
Current interest-bearing debt
Of which unguaranteed/unsecured 570 620
Of which guaranteed/secured(2) 80 180
Total 649 799
Non-current interest-bearing debt
Of which unguaranteed/unsecured 902 1,841
Of which guaranteed/secured(2) 671 707
Total 1,573 2,549
Total debt 2,223 3,348
Shareholders' equity
Share capital 311 311
Premium fund 714 714
Other reserves 50 50
Share issue 973 1,433
Retained earnings 795 1,064
Total 2,843 3,572
Total shareholders' equity and interest-bearing 5,066 6,920
financial debt
NET INDEBTEDNESS
Cash and cash equivalents 1,178 245
Liquidity 1,178 245
Bonds - -
Loans from financial institutions 243 389
Commercial paper 354 354
Pension loans 37 37
Finance lease liabilities 12 14
Other current liabilities 4 4
Current financial debt 649 799
Net current financial indebtedness(3) (529) 554
Bonds issued 399 399
Non-current loans from financial institutions 842 868
Pension loans 178 178
Finance lease liabilities 148 221
Loan Note - 876(4)
Other long-term liabilities 6 6
Non-current financial debt 1,573 2,549
Net financial indebtedness 1,044 3,103
__________
(1) For information on pro forma adjustments and basis for preparing the
information set forth in this column, see “Pro Forma Financial Information.”
(2) Mortgages and guarantees. For additional information, see “Operating and
Financial Review and Prospects—Borrowings.”
(3) Net current financial indebtedness = liquidity + other financial
receivables - current financial debt.
(4) The principal amount of the Loan Note based on Inoxum's audited combined
statement of financial position as at September 30, 2012. On the Completion
Date, the principal amount of the Loan Note has been calculated based on an
estimate of Inoxum's Intra-Group Financing Balance (as defined herein) prepared
by ThyssenKrupp in accordance with the Business Combination Agreement and
consists of two tranches. The initial principal amount of the first tranche is
approximately EUR 700 million, which will be adjusted following the Completion
Date as described below (“Tranche A”), and the initial principal amount of the
second tranche is EUR 550 million (“Tranche B”). For more information on the
conditions related to the Loan Note see “Material Agreements—Inoxum
Transaction—Loan Note.”
The Finnish language supplement together with an unofficial English translation
are available on Outokumpu's website www.outokumpu.com/investors as of today.
For further information:
Tamara Weinert,
tel. +358 421 2438, mobile +358 40 751 7194
Outokumpu Oyj
Outokumpu is the global leader in stainless steel and high performance alloys.
Our advanced materials are the ideal choice for demanding applications ranging
from cutlery to bridges, energy plants to medical equipment. Stainless steel
contributes to a sustainable and long lasting world as it is a 100% recyclable,
corrosion-resistant, maintenance-free, durable and hygienic material. Outokumpu
employs approximately over 16 000 professionals in over 40 countries, with the
Group's head office in Espoo, Finland and shares listed on the NASDAQ OMX
Helsinki. www.outokumpu.com
Disclaimer
This release does not constitute an offer to sell or a solicitation of an offer
to buy any securities in any jurisdiction. In particular, no securities are
being offered or sold, directly or indirectly, in or into the United States
pursuant to this release and neither the placement shares nor any other
securities of Outokumpu have been, or will be, registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), or under the
securities laws of any state of the United States and, accordingly, may not be
offered or sold, directly or indirectly, in or into the United States, unless
registered under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act and in compliance with any
applicable state securities laws of the United States.
The distribution of this release may, in certain jurisdictions, be restricted
by law. This release may not be sent to any jurisdiction in which it would not
be permissible to do so.
This release includes forward-looking statements within the meaning of the
securities laws of certain applicable jurisdictions. These forward-looking
statements include, but are not limited to, all statements other than
statements of historical facts contained in this release. By their nature,
forward looking statements involve known and unknown risks, uncertainties and
other factors because they relate to events and depend on circumstances that
may or may not occur in the future. Outokumpu cautions you that forward-looking
statements are not guarantees of future performance and are based on numerous
assumptions and that its actual results of operations, including their
financial condition and liquidity and the development of the industries in
which it and the members of its group operate, may differ materially from (and
be more negative than) those made in, or suggested by, the forward-looking
statements contained in this release.
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