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2008-10-28 13:30:06 CET 2008-10-28 13:31:07 CET REGULATED INFORMATION Ruukki Group Oyj - Decisions of extraordinary general meetingDECISIONS OF RUUKKI GROUP PLC'S EXTRAORDINARY GENERAL MEETINGRuukki Group Plc, Stock Exchange Release, 28 October 2008 at 2:30 p.m. Ruukki Group Plc's Extraordinary General Meeting was held in Espoo on Tuesday 28 October 2008. The Board of Directors' proposals for the General Meeting were published by a stock exchange release on 10 October 2008. Decisions of the Extraordinary General Meeting were the following: The Extraordinary General Meeting decided, according to the proposal of the Board, on execution of acquisition related to chrome and ferrochrome operations so that Ruukki Group Plc shall purchase about 99.999 % and its subsidiary Rekylator Oy about 0.001 % of the shares of a Maltese Company called RCS Limited from a company called Kermas Limited and Ruukki Group Plc shall purchase approximately 98.75 % of the shares of a Turkish company called Türk Maadin Sirketi A.S. from Kermas Limited. Ruukki Group Plc pays as a purchase consideration EUR 80 million in cash at the closing and as a potential additional earn-out purchase consideration, 50 % of the combined net profit of RCS and TMS during a five year period covering financial years 2009 - 2013. In any case the maximum total earn-out consideration is EUR 150 million. In addition, the transaction includes among other things a long-term ferrochrome toll manufacturing agreement between RCS Limited and German Elektrowerk Weisweiler GmbH, a put option for two years related to the shares of Turkish Türk Maadin Sirketi A.S. and a call option related to the shares of Elektrowerk Weisweiler GmbH after five years. The Extraordinary General Meeting decided, according to the proposal of the Board, on issuing a maximum total of 73,170,731 option rights to Kermas Limited related to additional earn-out purchase consideration of the aforementioned acquisition. The option rights will be issued without consideration and they will entitle the recipients to subscribe for a maximum total of 73,170,731 shares in Ruukki Group Plc. The share subscription price per share is EUR 2.30 (dividend adjustment). The subscription period for the shares occurs annually within 30 business days after the approval of the additional earn-out purchase consideration and matures on December 31, 2014. The Extraordinary General Meeting decided to authorise the Board of Directors to decide on the acquiring of own shares and transferring of acquired own shares for a maximum amount of 19,000,000 shares. These authorisations are valid for two years. The Extraordinary General Meeting decided, according to the proposal of the Board, and in deviation from the shareholders´ pre-emptive right of subscription, on giving in total maximum 2,900,000 option rights to the company's CEO Alwyn Smit. The option rights would entitle the owner to subscribe in total maximum 2,900,000 new shares or shares that are in the possession of the company. The subscription price of the option rights is EUR 2.30 per share (dividend adjustment). The share subscription period for 1,450,000 stock options commences on October 1, 2009 and for 1,450,000 stock options on October 1, 2010. The subscription period matures on December 31, 2015. RUUKKI GROUP PLC Alwyn Smit Chairman of the Board and CEO Ruukki Group Plc's shares are listed on OMX Nordic Exchange Helsinki in which the shares of the Company are traded in the mid cap segment, in the industrials sector. For additional information, please contact: Alwyn Smit Chairman of the Board and CEO Ruukki Group Plc Telephone +41 7960 19094 www.ruukkigroup.fi This stock exchange release is based on a translation into English of a document written in Finnish. In case of any discrepancies, inconsistencies or inaccuracies, the Finnish version of the release shall prevail. |
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