Outokumpu successfully completes private placement of new shares raising EUR 209 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

 

Outokumpu successfully completes private placement of new shares raising EUR 209 million

Outokumpu Oyj (“Outokumpu” or the “Company”) has successfully carried out the offering of 40,500,000 new shares in the Company (the "Shares") in a private placement to institutional investors in deviation of the pre-emptive subscription right of the shareholders (the "Share Issue"). The Company announced the commencement of the bookbuilding process with a stock exchange release on May 10, 2021.

The Company expects to receive gross proceeds of approximately EUR 209 million as a result of the Share Issue. The main purpose of the Share Issue is to accelerate the de-leveraging of the Company by using the proceeds to reduce the Company’s gross debt and thus strengthening its balance sheet. The accelerated bookbuilding procedure enabled the execution of the Share Issue in a rapid and cost-efficient manner.

Based on the offers received from investors in the accelerated bookbuilding process and on the authorisation given to the Board of Directors by the Company’s Annual General Meeting held on March 31, 2021, the Company will issue a total of 40,500,000 Shares in the Share Issue, representing approximately 9.7 per cent of the issued shares in the Company prior to the Share Issue and approximately 8.9 per cent of the issued shares in the Company following the Share Issue. The total number of issued shares in the Company after the Share Issue will be 456,874,448.

The subscription price of the Shares is EUR 5.15 per Share, corresponding to a discount of approximately 5.7 per cent to the closing price of the Company’s share on May 10, 2021, immediately prior to the commencement of the bookbuilding process. The subscription price shall be recorded in its entirety into the invested unrestricted equity reserve of the Company.

Subject to the completion of the Share Issue, the Shares (ISIN code FI0009002422) will be registered with the trade register maintained by the Finnish Patent and Registration Office on or about May 12, 2021. The Shares are expected to be ready for delivery to the investors against payment through Euroclear Finland Ltd on or about May 13, 2021. Trading in the Shares is expected to commence on the official list of Nasdaq Helsinki Ltd on or about May 14, 2021.

In connection with the Share Issue, the Company has entered into a lock-up undertaking, subject to customary exceptions, for a period of 90 days after the completion of the Share Issue.

The terms and conditions of the Share Issue are attached to this release in their entirety.

BNP PARIBAS (“BNP Paribas”) and Nordea Bank Abp (“Nordea”) are acting as the Joint Global Coordinators and Joint Bookrunners of the Share Issue and Crédit Agricole Corporate and Investment Bank (in cooperation with Kepler Cheuvreux S.A.) (“Crédit Agricole CIB”) as the Joint Bookrunner. Maven Global is acting as the Company’s independent financial advisor. White & Case LLP is acting as the Company’s legal adviser and Roschier, Attorneys Ltd. as legal adviser to the Joint Global Coordinators and Joint Bookrunners.

OUTOKUMPU OYJ

Board of Directors

For more information:

Outokumpu media desk, tel. +358 9 421 3840

Investors: Linda Häkkilä, Head of Investor Relations, tel. +358 400 719 669

Outokumpu Oyj
 

APPENDIX 1: TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE

The Board of Directors of Outokumpu Oyj (the “Company”) has in its meeting of May 10, 2021, by virtue of the authorization granted by the Annual General Meeting of the Company on March 31, 2021, resolved that the Company shall issue up to 40,500,000 new shares of the Company (the “Shares”) by a directed share issue. The Shares will be issued on the following terms and conditions:

1. SUBSCRIPTION

Up to 40,500,000 new Shares shall be issued in the share issue. The Shares will be offered to be subscribed for by institutional investors obtained by the managers of the share issue, BNP PARIBAS, Nordea Bank Abp and Crédit Agricole CIB (in cooperation with Kepler Cheuvreux S.A.), in deviation from the pre-emptive subscription rights of the shareholders set forth in Chapter 9, Section 3 of the Finnish Companies Act.

2. SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET

The subscription price for the Shares is EUR 5.15 per Share. The subscription price for the Shares is based on the price determined in the accelerated bookbuilding procedure, which the Board of Directors of the Company considers to represent the fair value of the Shares.

The subscription price shall be recorded in its entirety to the invested unrestricted equity fund of the Company.

3. SUBSCRIPTION PERIOD AND PLACE OF SUBSCRIPTION

The subscription period commences on May 10, 2021 and ends no later than on May 11, 2021 at 4:00 p.m. The subscription shall be effected by paying the subscription price of the Shares to the bank account of the Company as designated by the Company. The Board of Directors of the Company reserves the right to extend the subscription period.

4. TERMS OF PAYMENT

The subscription price of the Share shall be paid upon subscription during the above-mentioned subscription period.

5. RIGHT TO DIVIDEND AND OTHER RIGHTS

The Shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register.

6. REASONS FOR DEVIATING FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS

There is a weighty financial reason for the Company to deviate from the pre-emptive subscription rights as the share issue strengthens the Company’s balance sheet in a rapid and cost-effective manner and provides equity financing on terms (including the timetable and price) that, in the assessment of the Board of Directors, would otherwise not be available.

7. REGISTRATION OF SHARES TO BOOK-ENTRY ACCOUNTS AND TRADING

The Shares subscribed for in the share issue shall be issued as book-entries in the book-entry system maintained by Euroclear Finland Ltd.

The Shares are expected to be registered with the Finnish Trade Register on or about May 12, 2021. The new Shares are freely transferable.

The Company will apply for filing of the new Shares, subscribed through the share issue, to be listed for public trading on the main list of Nasdaq Helsinki Ltd and traded equally with the other shares of the Company.

8. OTHER ISSUES

The Board of Directors of the Company will decide on other matters related to the share issue and practical arrangements resulting therefrom.

Important notice

Forward-Looking Statements

This release contains forward-looking statements, including, without limitation, statements regarding Outokumpu’s strategy, business plans and focus. The words may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this release, including, without limitation, any related to Outokumpu’s business, operations, supply chain, strategy, goals and anticipated timelines and competition from other companies. Outokumpu cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Outokumpu disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. Any forward-looking statements contained in this release represent Outokumpu’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date.

Important notice

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa or in or into any other jurisdiction in which publishing or distributing would be prohibited by applicable law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This release and the Share Issue are only addressed to and directed at persons in member states of the European Economic Area (each a “Relevant State”) who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Qualified Investors. This release should not be acted upon or relied upon in any Relevant State by persons who are not Qualified Investors. For the purposes of this release, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

This release does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This release is only being distributed to and is only directed at persons outside the United Kingdom, or persons in the United Kingdom who are “Qualified Investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) who are (i) investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this release may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This release must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.

This release does not constitute an offer for sale of securities in the United States. The shares may not be offered or sold within the United States absent of registration or an exemption under the U.S. Securities Act 1933 (as amended). The Company has not registered, and it does not intend to register, any portion of the offering in the United States, and it does not intend to conduct a public offering in the United States.

BNP Paribas, Nordea and Crédit Agricole CIB (in cooperation with Kepler Cheuvreux S.A.) act only for and on behalf of the Company in connection with the Share Issue. BNP Paribas, Nordea and Crédit Agricole CIB (in cooperation with Kepler Cheuvreux S.A.) do not hold any other party as their client or cannot be held accountable to advise other parties than the Company with regards to the Share Issue or other matters referred here to.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to any offering of the Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, BNP Paribas, Nordea and Crédit Agricole CIB (in cooperation with Kepler Cheuvreux S.A.), as Joint Bookrunners, will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.