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2008-10-10 12:17:08 CEST 2008-10-10 12:18:09 CEST REGULATED INFORMATION Ruukki Group Oyj - Major shareholder announcementsANNOUNCEMENT PURSUANT TO CHAPTER 2, SECTION 10 OF THE SECURITIES MARKET ACTRuukki Group Plc, Stock Exchange Release, 10 October 2008 at 1:17 p.m. Ruukki Group Plc hereby gives notice, pursuant to Securities Market Act chapter 2, section 10 regarding a change in shareholding, about the following potential changes in shareholding that are based on the proposals by the Board of Directors announced to the stock market on 10 October 2008. The Board of Directors has proposed to the Extraordinary General Meeting to be convened on 28 October 2008 that as part of the proposed acquisition Ruukki Group Plc would issue altogether 73,170,731 option rights. If the Extraordinary General Meeting of Ruukki Group Plc will decide to issue those option rights, and moreover, if all these options would be exercised with new shares being issued by the Company, that would potentially lead to a situation where the shareholding would either exceed or fall below the thresholds set by the Securities Market Act. Even though Ruukki Group Plc has not yet received any flagging notices from its shareholders, the following potential changes in shareholding are announced. Shareholding is calculated based on: (i) shareholder list on 30 September 2008 as maintained by Finnish Central Securities Depository Ltd; (ii) public insider register of the Company, based on situation as of 10 October 2008; (iii) expected issuance and full-scale exercise of the issued option rights, as proposed by the Board to the Extraordinary General Meeting convened to take place on 28 October 2008; (iv) assumption that no potential dilution effects of current or any proposed option programs are not taken into account; and (v) new shares would be issued, and no treasury shares held by the company at that time, would be used when option rights are exercised. Based on the previously detailed grounds, if the 73,170,731 option rights would be issued and no other ownership changes would take place: a. in conjunction with issuance of option rights The combined actual and potential ownership of Kermas Limited and its subsidiary RCS Trading Corporation Limited would be altogether 151,844,231 shares, share forwards and option rights, which based on current registered amount of shares 290,034,022 would mean about 52.35 percent ownership in Ruukki Group Plc (in excess of 1/2). Furthermore, Kermas Limited's shareholding on its own account, excluding RCS Trading Corporation Limited, would lead to about 25.23 % ownership share (in excess of 1/4). b. in conjunction with exercise of option rights, when shares are registered If all the option rights are exercised and new shares thereby issued, amount of Company's registered share capital would increase to 363.204.753 shares. Then, assuming that no other changes in shareholding would take place and based on the shareholdings as of 30 September 2008 and 10 October 2008 as described above: The combined actual and potential ownership of Kermas Limited and its subsidiary RCS Trading Corporation Limited would be altogether 151,844,231 shares, share forwards and option rights, which based on the new registered amount of shares 363,204,753 would mean about 41.81 percent ownership in Ruukki Group Plc (in excess of 3/10), and Kermas Limited's shareholding on its own account, about 20.15 % (in excess of 1/4). Nordea Pankki Suomi Oyj's, whose ownership at 30 September 2008 has been 84,529,661 shares, shareholding would thereby decline to about 23.27 % (below 1/4). Danske Bank A/S Helsinki Branch's, whose ownership at 30 September 2008 has been 45,580,000 shares, shareholding would thereby decline to about 12.55 % (below 3/20). Hanwa Company Limited's, whose ownership at 30 September 2008 has been 30,000,000 shares, shareholding would thereby decline to about 8.26 % (below 1/10). In addition, the shareholdings based on share derivatives would change accordingly. The Company does not have exact information as to the amounts of nor counterparties to the share derivatives. Ruukki Group Plc's registered number of shares is 290,034,022 shares and share capital is EUR 23,642,049.60. 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 +358 50 442 1663 / +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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