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2008-06-05 09:10:20 CEST 2008-06-05 09:11:20 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, 5 June 2008 at 10:10 a.m. Ruukki Group Plc and Kermas Limited (registration number 504889), a company incorporated and existing under the laws of British Virgin Islands, have entered into a preliminary agreement regarding a transaction over chrome operations. Kermas Limited is controlled by Dr Danko Koncar, a member of the Board of Directors of Ruukki Group Plc. Among other things, it has been preliminary agreed that Ruukki Group Plc will issue and Kermas Limited will subscribe for a convertible loan, with an amount of EUR 92 million, the maturity of which is five (5) years from the subscription. The loan may be converted into new shares in Ruukki Group Plc at EUR 2.30 per share in accordance with the terms and provisions of a separate convertible loan agreement to be made between Kermas Limited and Ruukki Group Plc. The conversion may occur after 1 September 2010 and the right to convert would remain for at least two (2) years from such date. In total of 40,000,000 new shares can be issued upon the conversion of such convertible loan. The convertible loan is conditional for: (i) Parties entering into a agreement on the transaction, and (ii) An acceptance of the shareholders meeting of Ruukki Group Plc If the convertible loan is issued, Kermas Limited is, after September 1, 2010, entitled to receive in conversion a total of 40,000,000 shares of Ruukki Group Plc. This represents 13.8 percent of the current outstanding shares and votes of Ruukki Group Plc. In the case of complete conversion of the convertible loan the holding of Kermas Limited will exceed 1/10 of all shares and votes of Ruukki Group Plc. Kermas Limited is a parent company in a group of companies including RCS Trading Corporation Ltd (company number 65574B, Nassau, Bahamas). RCS Trading Corporation has made its announcement on May 22, 2008, that the ownership of RCS Trading Corporation Ltd in Ruukki Group Plc exceeds one fourth (1/4) of the share capital and voting rights (stock exchange release on May 22, 2008). After that Ruukki Group Plc has not received any announcement of changes. Together with the current holding of RCS Trading Corporation the potential ownership related to the convertible loan of Kermas Limited (“ownership of Kermas Group”) will exceed 3/10 of the shares and votes of Ruukki Group Plc. Ruukki Group Plc's registered number of shares is 290,034,022 and share capital is EUR 23,642,049.60. |
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