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2007-06-21 15:35:25 CEST 2007-06-21 15:35:25 CEST REGULATED INFORMATION Ruukki Group Oyj - Company AnnouncementOVER-DEMAND IN RUUKKI GROUP PLC'S DIRECTED SHARE ISSUENOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES. Ruukki Group Plc's (”Ruukki Group” or the ”Company”) extraordinary general meeting held on 12 June 2007 decided upon a share issue against payment in which a minimum of 100,000,000 and a maximum of 130,000,000 new shares in the Company will be issued. In accordance with the terms and conditions of the offering, receipt of subscription commitments ended on 20 June 2007. The Offering succeeded in line with the Company's objectives and the number of submitted subscription commitments clearly exceeded the number of offered new Shares in the offering. Ruukki Group's proceeds from the offering, after deducting the estimated expenses, will be a minimum of approximately EUR 294 million. If the manager of the offering Evli Bank Plc decides to use the granted over-allotment option in full, the net proceeds are estimated to increase to approximately EUR 337 million in total. The Company's board of directors has decided on 21 June 2007 to implement the offering. Based on institutional investors' subscription commitments submitted in the book building process, the final subscription price was confirmed at EUR 2.30 per share. Subscription commitments covering less than 30,000 new shares were paid in full upon submitting the subscription commitment in accordance with the maximum amount of the price range. Due to the final subscription price for the shares being lower than the maximum subscription price of EUR 2.90 in accordance with the price range set in the terms and conditions of the offering, the difference per share between the maximum subscription price and already paid subscription price, i.e. EUR 0.60, will be refunded on or about 28 June 2007 to those investors who have paid the maximum subscription price. In conjunction with this, payments for rejected subscriptions will also be refunded. A total of 130,000,000 new shares will be issued in the offering, representing approximately 92.7 percent of the Company's outstanding shares and total voting rights attached to the shares prior to the offering, and to approximately 48.1 percent after the offering. In addition, the board of directors of Ruukki Group resolved, in accordance with the terms and conditions of the offering, and in order to cover over-allotments, to grant the manager of the offering Evli Bank Plc the right, within a period of thirty days, i.e. on 20 July 2007 at the latest, to subscribe for up to 19,500,000 new shares (the “over-allotment shares”) at the final subscription price of EUR 2.30 per share in order to cover over-allotments. In the event that the over-allotment shares are subscribed for in full, they will represent approximately 6.7 percent of all the shares and total voting rights attached to the Company's shares in the Company after the offering. At the same time the Company's board of directors approved the allocation of the new shares to investors who had submitted subscription commitments, the total number of which was 363 at the final subscription price level. In accordance with the terms and conditions of the offering, a minimum of one third of the minimum amount of new shares to be issued in the offering was reserved for the Company's existing shareholders and corresponding parties (the “shareholder offering”). The subscription commitments submitted in the shareholder offering cover a total of 70,359,005 new shares. The board of directors decided that the size of the shareholder offering would be a total 50,745,086 new shares. Based on the subscription commitments, the board of directors decided to allocate to a total of 297 investors submitting subscription commitments in the shareholder offering such amount of new shares that corresponds to a maximum of 55 percent of the investor's shareholding in the Company per 1 June 2007. The remaining new shares were allocated to institutional investors (the “institutional offering”). The subscription commitments submitted in the institutional offering cover a total of 143,762,973 new shares. A total of 98,754,914 new shares were allocated to 81 investors in the institutional offering, and approximately 20 percent of the shares were allocated to Finnish and approximately 80 percent to international institutional investors. The number of subscription commitments submitted in the institutional offering exceeded the new shares allocated in the institutional offering approximately 1.5-fold. The above-mentioned allocated shares which are divided into investor types include shares that are allocated to investors based on the over-allotment option. A confirmation letter regarding the number of new shares to be allocated to parties submitting a subscription commitment will be sent to each such party on or about 21 June 2007. The new shares will be delivered to the book-entry accounts as so-called interim shares as a new book-entry type, which will be admitted to public trading on the Helsinki Stock Exchange on 25 June 2007. The trading symbol of the interim share is RUG1VN0207 and the ISIN code is FI0009015523. The interim shares representing the new shares are expected to be combined with the Company's shares on or about 29 June 2007, when the new shares will be registered with the trade register and delivered to the subscribers' book-entry accounts. The trading with the new shares is expected to commence on or about 29 June 2007. In accordance with the terms and conditions of the offering, the subscription price will be credited in full to the paid-up unrestricted equity reserve. Following the registration of the new shares, the number of shares in the Company will be 270,234,022. If the over-allotment shares are subscribed for in full, the number of shares in the Company will be 289,734,022. Ruukki Group's proceeds from the offering, after deducting the estimated expenses, will be approximately EUR 294 million. If the over-allotment shares are subscribed for in full, the total net proceeds will increase to approximately EUR 337 million. The new shares will entitle their holder to any full dividends and will rank pari passu with the Company's existing shares after the new shares have been registered with the trade register and combined with the Company's existing shares on or about 29 June 2007. In conjunction with the offering, Evli Bank Plc may undertake such transactions that stabilize or maintain the price of the Company's shares at a level which otherwise would not necessarily prevail in open trading (stabilization). Stabilization activities may be undertaken by Evli Bank Plc from the date of publication of the subscription price until a maximum of 30 calendar days have passed from the eventual allotment of the new shares, i.e. between 21 June 2007 and 20 July 2007. If stabilization activities have been undertaken, these activities may be suspended at any time. The manager may purchase up to 19,500,000 shares in the Company through stabilization transactions. RUUKKI GROUP PLC Antti Kivimaa Managing Director Ruukki Group is a multi-sector industrial group having mainly majority ownership interests in various small and medium-sized companies in e.g. house building, sawmilling business, furniture business and care services. Ruukki Group share (RUG1V) is listed on OMX Nordic Exchange's so-called small cap category. Further information: Antti Kivimaa Managing Director Ruukki Group Plc Tel. +358 400 501 780 www.ruukkigroup.fi For further information on technical matters related to the Offering, please contact Evli Bank Plc, by phone at +358 (9) 4766 9931, or by e-mail at operations@evli.com. The information contained herein is not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, Japan or the United States. This release does not constitute an offer to sell shares in Australia, Japan, Canada or the United States (save for exemption regarding the private placement). The shares referred to in the release may only be offered or sold in the United States pursuant to an exemption from registration requirements as provided for in the U.S. Securities Act of 1933, or in a transaction not subject to U.S. Securities Act of 1933 or any applicable laws of the states of the United States. There is no intention to register this offering or any portion of it in the United States or to conduct a public offering of the shares in the United States. This release does not constitute a direct or indirect offer to sell or acquire securities, nor shall there be any sale of the shares in any jurisdiction in which such offer or sale would be unlawful prior to registration of the shares, exemption from registration requirement or other qualification under the securities laws of any such jurisdiction. This release does not constitute an offer of securities to the public in the United Kingdom. No offering circular has been or will be registered in the United Kingdom in respect of the securities, and consequently, the offering is directed only to persons who (i) are outside the United Kingdom or (ii) are per-sons falling within Article 19(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as "relevant per-sons"). This release or any of its contents must not be acted on or relied on by persons who are not relevant persons. |
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