Componenta - Company Announcement

The Board of Directors of Componenta decided on a share issue and offering of a hybrid bond

Componenta Corporation   Stock Exchange Release 20 March 2012 at 11.58

Not to be released or distributed, directly or indirectly, in the United
States, Canada, Australia, Japan or any other jurisdiction in which the
distribution or release would be unlawful. 

Componenta Corporation's (“the Company” or “Componenta”) Board of Directors
has, on 20 March 2012, decided on a share issue in which the Company will
offer, derogating from shareholders' pre-emptive subscription rights, a maximum
of 6,250,000 of the Company's new shares (hereinafter “New Shares”) for
subscription to the public (hereinafter “Share Issue”). The purpose of the
Share Issue is to strengthen the Company's balance sheet and financial
position, and therefore, there are weighty financial reasons from the Company's
perspective for derogating from the shareholders' pre-emptive subscription
rights. The decision on the Share Issue is based on the authorisation granted
by the General Meeting of Shareholders held on 23 February 2012. The
subscription price is EUR 3.20 per share. The subscription period for the New
Shares shall begin on 20 March 2012 at 12.00 p.m. and end on 26 March 2012 at
4.00 p.m. at the latest. The terms and conditions of the Share Issue are
attached to this release. 

The result of the Share Issue will be published around 27 March 2012.

The Company has submitted the Finnish prospectus related to the Share Issue to
the Financial Supervisory Authority of Finland for approval. The prospectus
will be published in the beginning of the subscription period on 20 March 2012.
The prospectus will be available on the website of Componenta at www.
componenta.com and on the website of the subscription place at www.acf.fi as
well as in the subscription place at Alexander Corporate Finance Oy and at
Componenta's head office. 

Furthermore, the Board of Directors of Componenta has, on 20 March 2012,
decided to offer a hybrid bond to a limited group of selected investors
(private placement). The maximum amount of the hybrid bond is preliminarily EUR
20.0 million. However, in case of oversubscription the maximum amount of the
loan may be increased. The principal of capital loans 2009 and 2010 as well as
bond 2010 may be used as payment for the hybrid bond subscriptions. The Company
will decide on the issue of the bond around 27 March 2012. The issue of the
hybrid bond is dependent on the execution of the Share Issue. 

A hybrid bond is an equity bond subordinated to the Company's other debt
obligations. In the Group's IFRS financial statements, a hybrid bond is fully
classified as an equity instrument and it improves the Company's equity ratio.
A hybrid bond does not confer the shareholders' rights to its holders and does
not dilute the holdings of the current shareholders. 



A hybrid bond holder is entitled to interest paid on the principal of the
hybrid bond and to the repayment of the principal but the Company has the right
to decide on the payment date. The hybrid bond has no maturity. The Company may
redeem the bond in whole after four years at the earliest. The interest rate of
the hybrid bond is fixed to 12% per annum for four years after which the
interest rate increases if the Company does not redeem the bond. 

Helsinki, 20 March 2012

COMPONENTA CORPORATION



Heikki Lehtonen
President and CEO



APPENDIX

Terms and conditions of the Share Issue 2012



For further information, please contact:

Heikki Lehtonen                                                 Mika Hassinen

President and CEO                                            CFO

tel. +358 10 403 2200                                         tel. +358 10 403
2723 



Componenta is a metal sector company with international operations and
production plants located in Finland, Turkey, the Netherlands and Sweden. The
net sales of Componenta were EUR 576 million in 2011 and its share is listed on
the NASDAQ OMX Helsinki. The Group employs approx. 4,700 people. Componenta
specializes in supplying cast and machined components and total solutions made
of them to its global customers who are manufacturers of vehicles, machines and
equipment. 

DISCLAIMER

The information contained herein is not for release, publication or
distribution, directly or indirectly, in whole or in part, in or into the
United States, Australia, Canada, Japan or any other jurisdiction in which the
same would be unlawful. The information contained herein 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 United States 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 any securities in the United States. 

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. 

This communication does not constitute an offer of securities in the United
Kingdom. No prospectus has been or will be registered in the United Kingdom in
respect of the securities. This release does not cover offering of securities
in the United Kingdom. 

This document is a release for the purposes of applicable measures implementing
Directive 2003/71/EC (such Directive, together with any applicable implementing
measures in the relevant home Member State under such Directive, the"Prospectus Directive"). A prospectus prepared pursuant to the Prospectus
Directive will be published in connection with any offering of securities, and
will be available at locations receiving subscriptions for shares. Any offer of
securities to the public that may be deemed to be made pursuant to this
communication in any EEA Member State that has implemented the Prospectus
Directive is only addressed to qualified investors in that Member State within
the meaning Alexander Corporate Finance Oy is acting exclusively for Componenta
Corporation and no one else in connection with the Share Issue. It will not
regard any other person (whether or not a recipient of this document) as a
client in relation to the Share Issue and will not be responsible to anyone
other than Componenta Corporation for providing the protections afforded to its
clients, nor for giving advice in relation to the Share Issue. No
representation or warranty, express or implied, is made by Alexander Corporate
Finance Oy 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. Alexander Corporate Finance Oy assumes no
responsibility for its accuracy, completeness or verification and, accordingly,
disclaims, to the fullest extent permitted by applicable law, any and all
liability which it may otherwise be found to have in respect of this release.

Attachments:

Componenta_share_issue_2012_terms_and_conditions.pdf

release_20032012_componenta_share_issue_hybrid_bond.pdf