Outokumpu Oyj - Company Announcement

Outokumpu - Final results of the rights offering

STOCK EXCHANGE RELEASE
16 April 2012 at 12.10 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 22%
• Gross proceeds of EUR 1 006 million
• Total number of shares in Outokumpu to increase to 1 457 038 776 shares
• Due to oversubscription the underwriting was not utilised

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

Mika Seitovirta, CEO: ”We are very satisfied with the excellent results of the
rights offering. The aim of the offering was to raise capital for the Inoxum
transaction, which brings together businesses that perfectly complement each
other, creates significant synergy savings and builds a new foundation for
profitability and growth. I believe the active participation in the rights
offering indicates that our shareholders share our views on the benefits and
possibilities the transaction brings to Outokumpu's business.” 

A total of 1 554 874 099 new shares were subscribed for in Outokumpu's rights
offering representing 122.0 per cent of the 1 274 020 027 shares offered (the
“offer shares”). A total of 1 270 128 300 shares were subscribed for pursuant
to subscription rights, representing 99.7 per cent of all offer shares, and a
total of 284 745 799 shares were subscribed for without subscription rights in
the secondary subscription, representing 22.4 per cent of all offer shares. Of
the offer shares subscribed for without subscription rights, 3 891 727 offer
shares have been allocated to subscribers in proportion to the number of
subscription rights exercised for subscription of the offer shares. The
underwriting provided by J.P. Morgan Securities Ltd, Nordea Bank Finland Plc,
BNP Paribas and Crédit Agricole Corporate and Investment Bank was not utilised. 

Outokumpu will confirm allocations of subscriptions for offer shares subscribedfor without subscription rights (secondary subscription) by mail. In accordance
with the terms and conditions of the rights offering, the subscription price
paid for the unallocated offer shares will be refunded to such subscribers on
or about 18 April 2012. 

The subscription price was EUR 0.79 per offer share and Outokumpu raised gross
proceeds of approximately EUR 1 006 million through the rights offering. As a
result of the rights offering, the total number of shares in Outokumpu will
increase to 1 457 038 776 shares. The offer shares will carry the right to
receive dividends and other distributions of funds, if any, and other
shareholder rights in Outokumpu as of the registration of the offer shares with
the Finnish Trade Register, on or about 17 April 2012. 

Trading in interim shares (OUT1VN0112) representing the offer shares subscribed
for pursuant to subscription rights commenced on 5 April 2012. The interim
shares will be combined with the ordinary shares of Outokumpu (OUT1V) when the
offer shares have been registered with the Finnish Trade Register, expected to
occur on or about 17 April 2012. Trading in the offer shares will commence on
the official list of NASDAQ OMX Helsinki Ltd on or about 18 April 2012. 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 18 April 2012. 

J.P. Morgan and Nordea acted as Joint Global Coordinators, Joint Lead Managers
and Joint Bookrunners for the rights offering. BNP Paribas and Crédit Agricole
acted as Co-Lead Managers. 


For further information, please contact:

Ingela Ulfves, VP - Investor Relations
Tel. +358 9 421 2438, mobile +358 40 515 1531

Saara Tahvanainen, VP - External Communications and Media Relations
Tel. +358 9 421 3265, mobile +358 40 589 0223

Juha Hakala, SVP - Corporate Treasurer
Tel. +358 9 421 2644, mobile +358 40 533 2536


OUTOKUMPU OYJ



Outokumpu is a global leader in stainless steel with the vision to be the
undisputed number one. Customers in a wide range of industries use our
stainless steel and services worldwide. Being fully recyclable,
maintenance-free, as well as very strong and durable material, stainless steel
is one of the key building blocks for sustainable future. Outokumpu employs
some 8 000 people in more than 30 countries. The Group's head office is located
in Espoo, Finland. Outokumpu is listed on the NASDAQ OMX Helsinki.
www.outokumpu.com 


DISCLAIMER

Each of J.P. Morgan, Nordea, BNP Paribas and Crédit Agricole 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 J.P. Morgan,
Nordea, BNP Paribas or Crédit Agricole 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. J.P.
Morgan, Nordea, BNP Paribas or Crédit Agricole 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. Tis release does 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:

ENG rights issue final results 16.4.12.pdf