2014-03-31 08:00:00 CEST
2014-03-31 08:01:38 CEST
REGULATED INFORMATION
Rautaruukki - Company Announcement
Pro forma financial information for the period January-December 2013 for the proposed combination of SSAB and Rautaruukki
This stock exchange release may not be published or distributed, in whole or in
part, directly or indirectly, in the United States of America, Australia,
Canada, Hong Kong, Japan, New Zealand, South Africa or any other country where
such publication or distribution would violate applicable laws or rules or would
require additional documents to be completed or registered or require any
measure to be undertaken, in addition to the requirements under Finnish and
Swedish law. For further information, please see "Important notice" in this
stock exchange release.
Rautaruukki Corporation Stock exchange release 31 March 2014 at 9.00am EEST
Pro forma financial information for the period January-December 2013 for the
proposed combination of SSAB and Rautaruukki
On January 22, 2014, SSAB AB (publ) ("SSAB") and Rautaruukki Corporation
("Rautaruukki") announced a plan to combine the two companies through SSAB
making a recommended public share exchange offer to Rautaruukki's shareholders.
In connection with the preparations for the share exchange offer, SSAB has
prepared unaudited pro forma financial information for the year 2013 which shows
what the outcome of the proposed combination of the operations of SSAB and
Rautaruukki would be.
The unaudited pro forma financial information, as included herein and in
Appendix 1 to this stock exchange release, is derived from the financial
information in SSAB's audited consolidated financial statements as at and for
the year ended December 31, 2013 and Rautaruukki's audited consolidated
financial statements as at and for the year ended December 31, 2013 and is
presented to illustrate the financial impact of the proposed combination of the
operations of SSAB and Rautaruukki. The unaudited pro forma financial
information has been prepared on a basis consistent with the International
Financial Reporting Standards as adopted by the European Union and in a manner
consistent with the accounting principles applied in SSAB's audited consolidated
financial statements as at and for the year ended December 31, 2013. The pro
forma adjustments in the unaudited pro forma financial information are based
upon available information and a number of assumptions, which are described in
more detail in the notes accompanying the pro forma information.
Unaudited Pro Forma Income Statement
For the year ended December 31, 2013
Rautaruukki Pro forma SSAB
SSAB IFRS IFRS adjustments Pro forma
(unaudited) (audited) (unaudited) (unaudited)
(EUR in (EUR in (EUR in (EUR in
millions) millions) millions) millions)
Sales 4,049 2,405 (17) 6,437
Cost of goods sold (3,849) (2,174) (58) (6,080)
Gross profit 200 231 (75) 357
Selling expenses (178) (104) - (282)
Administrative
expenses (162) (106) (31) (299)
Other operating
income 57 13 - 70
Other operating
expenses (50) 0 5 (45)
Shares in earnings
of affiliated
companies and
joint ventures
after tax 2 - (3) (2)
Operating
profit/(loss) (131) 34 (104) (201)
Financial income 7 40 - 47
Financial expenses (76) (76) 6 (146)
Profit/(loss)
after financial
items (200) (2) (98) (301)
Shares in earnings
of affiliated
companies and
joint ventures
after tax (3) 3 -
Taxes 77 (8) 15 84
Profit/(loss) for
the year (123) (14) (80) (217)
Of which
attributable to:
Parent company's
shareholders (123) (14) (80) (217)
Non-controlling
interests 0 0 - 0
Unaudited Pro Forma Statement of Comprehensive Income
For the year ended December 31, 2013
Rautaruukki Pro forma SSAB
SSAB IFRS IFRS adjustments Pro forma
(unaudited) (audited) (unaudited) (unaudited)
(EUR in (EUR in (EUR in (EUR in millions)
millions) millions) millions)
Profit/(loss) for
the year (123) (14) (80) (217)
Other
comprehensive
income
Items that may be
subsequently
reclassified to
the income
statement:
Translation
differences for
the year (29) (20) - (49)
Cash flow hedges (8) (6) - (14)
Hedging of
currency risks in
foreign
operations 9 - - 9
Share in other
comprehensive
income of
affiliated
companies and
joint ventures (2) - - (2)
Tax attributable
to items that may
be subsequently
reclassified to
the income
statement 0 1 - 0
Total items that
may be
subsequently
reclassified to
the income
statement (30) (26) - (56)
Items that will
not be
reclassified to
the income
statement:
Remeasurements of
the net defined
benefit liability 1 9 - 10
Tax attributable
to items that
will not be
reclassified to
the income
statement 0 (3) - (4)
Total items that
will not be
reclassified to
the income
statement 1 5 - 6
Total other
comprehensive
income for the
year, net after
tax (29) (20) 0 (50)
Total
comprehensive
income for the
year (152) (34) (80) (266)
Of which
attributable to:
Parent company's
shareholders (152) (34) (80) (266)
Non-controlling
interests 0 0 - 0
Unaudited Pro Forma Balance Sheet
As at December 31, 2013
Rautaruukki Pro forma SSAB
SSAB IFRS IFRS adjustments Pro forma
(unaudited) (audited) (unaudited) (unaudited)
(EUR in (EUR in (EUR in (EUR in millions)
millions) millions) millions)
ASSETS
Fixed assets
Goodwill 1,995 65 102 2,162
Other intangible 241 29
assets 38 308
Tangible fixed 1,849 40
assets 1,079 2,968
Participations in 32 -
affiliated
companies 31 63
Available for - (13)
sale financial
assets 13 -
Other non-current - (76)
receivables 76 -
Financial assets 180 - 90 269
Deferred tax 73 (10)
receivables 42 105
Total fixed 4,370 162
assets 1,344 5,876
Current assets
Inventories 986 557 39 1,581
Accounts 537 (1)
receivable 243 779
Prepaid expenses 56 29
and accrued
income - 85
Current tax 38 -
receivables 4 41
Other current 22 5
interest-bearing
receivables - 27
Financial assets - 1 (1) -
Other current 33 (34)
receivables 83 83
Cash and cash 239 (34)
equivalents 46 250
Total current 1,912 2
assets 934 2,848
TOTAL ASSETS 6,281 2,278 164 8,723
EQUITY AND
LIABILITIES
Equity
Share capital 320 238 (7) 552
Other contributed 1,117 719
funds 220 2,055
Translation - 45
differences (45) -
Reserves (381) (22) 22 (381)
Retained earnings 1,990 619 (652) 1,957
Total equity for 3,046 128
the shareholders
in the Company 1,010 4,184
Non-controlling 3 -
interests 3 5
TOTAL EQUITY 3,049 1,013 128 4,189
Long-term
liabilities
Long-term 1,807 8
interest-bearing
liabilities 358 2,173
Deferred income 42 - - 42
Pension 13 36
provisions - 49
Deferred tax 333 18
liabilities 7 358
Other long-term - (36)
liabilities 66 30
Other long-term 15 -
provisions 2 17
Total long-term 2,211 26
liabilities 432 2,669
Current
liabilities
Short-term 288 12
interest-bearing
liabilities 387 688
Accounts payable 514 279 (1) 792
Accrued expenses 180 100
and deferred
income - 279
Current tax 13 -
liabilities 3 17
Other current 23 (100)
liabilities 158 82
Short-term 3 0
provisions 5 8
Total current 1,021 10
liabilities 833 1,865
TOTAL EQUITY AND 6,281 164
LIABILITIES 2,278 8,723
Appendix 1: The Unaudited Pro Forma Financial Information published by SSAB as a
whole
For further information, please contact:
Mikko Hietanen, CFO, tel. +358 20 592 9030
Rautaruukki Corporation
Taina Kyllönen
SVP, Marketing and Communications
DISTRIBUTION:
NASDAQ OMX Helsinki
Main media
www.ruukki.com
Ruukki specialises in steel and steel construction. We provide customers with
energy-efficient steel solutions for better living, working and moving. We have
around 8,600 employees and an extensive distribution and dealer network across
some 30 countries including the Nordic countries, Russia and elsewhere in Europe
and the emerging markets, such as India, China and South America. Net sales in
2013 totalled €2.4 billion. The company's share is quoted on NASDAQ OMX Helsinki
(Rautaruukki Oyj: RTRKS). www.ruukki.com
Important notice
This release may not be released or otherwise distributed, in whole or in part,
in or into the United States of America, Australia, Canada, Hong Kong, Japan,
New Zealand, South Africa or any other jurisdiction where prohibited by
applicable laws or rules. This release is not a share exchange offer document or
a prospectus and as such does not constitute an offer or invitation to make a
sales offer. Investors shall accept the share exchange offer for the shares only
on the basis of the information provided in a share exchange offer document and
prospectus in respect of the share exchange offer. Offers will not be made
directly or indirectly in any jurisdiction where either an offer or
participation therein is prohibited by applicable law or where any exchange
offer document or registration or other requirements would apply in addition to
those undertaken in Finland and Sweden.
The share exchange offer document and prospectus in respect of the share
exchange offer as well as related acceptance forms will not and may not be
distributed, forwarded or transmitted into, in or from any jurisdiction where
prohibited by applicable law. In particular, the share exchange offer is not
being made, directly or indirectly, in or into, Australia, Canada, Hong Kong,
Japan, New Zealand, South Africa or, subject to certain exceptions, the United
States of America. The share exchange offer cannot be accepted from within
Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or, subject to
certain exceptions, the United States of America.
The SSAB shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or under any of the
relevant securities laws of any state or other jurisdiction of the United States
of America. The SSAB shares may not be offered or sold in the United States,
except pursuant to an exemption from the Securities Act or in a transaction not
subject to the registration requirements of the Securities Act.
It should be noted that certain statements herein which are not historical
facts, and statements preceded by "expects", "estimates", "forecast" or similar
expressions, may be forward-looking statements. These statements are based on
current decisions and plans and currently known factors. They involve risks and
uncertainties which may cause the actual results to materially differ from the
results currently expected.
[HUG#1772770]
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