NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA,
JAPAN, SOUTH AFRICA OR ITALY, OR ANY OTHER JURISDICTION IN WHICH OFFERS
OR SALES
WOULD BE PROHIBITED BY APPLICABLE LAW.
Outokumpu Oyj
Inside
information
July 2, 2020 at 11.40 pm EEST
THIS STOCK EXCHANGE RELEASE AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN, INTO OR FROM
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,
SOUTH AFRICA, ITALY OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
Outokumpu Oyj (“Outokumpu”
or the “Company”) announces the successful placing
and pricing of its offering
(the “Offering”) of senior unsecured convertible
bonds due July 2025 (the “New
Convertible Bonds”) convertible into new and/or
existing ordinary shares in
Outokumpu (the “Shares”). The New Convertible Bonds
are issued in an aggregate
principal amount of EUR 125 million.
This issuance of the New Convertible
Bonds takes advantage of the current
attractive financing environment and is
part of Outokumpu’s strategy to optimise
the Company's capital structure and
extend its debt maturity profile. Proceeds
from the New Convertible Bonds will
be used for general corporate purposes and
prepayment of debt.
The New
Convertible Bonds are issued at 100% of their principal amount of EUR
100,000
per bond and – unless previously converted, repurchased or redeemed –
will be
redeemed at par on July 9, 2025. The New Convertible Bonds carry a
coupon of
5.00% per annum, payable semi-annually in arrear in equal instalments
on
January 9 and July 9 each year, with the first interest payment date
being
January 9, 2021. The initial conversion price has been set at EUR
3.273,
representing a premium of 32.5% above the placement price of the Shares
in the
Concurrent Accelerated Bookbuilding (as defined and further described
below).
The conversion price will be subject to (a) adjustments for any
dividend in cash
or in kind, as well as (b) customary anti-dilution
adjustments, pursuant to the
terms and conditions of the New Convertible
Bonds.
The Shares underlying the New Convertible Bonds represent 9.3% of the
total
number of Outokumpu's issued and outstanding Shares immediately prior to
the
Offering, subject to potential adjustments to the conversion price.
The
Sole Global Coordinator has conducted, concurrently with the placement of
the
New Convertible Bonds, a simultaneous placement of existing Shares
(the
“Concurrent Accelerated Bookbuilding”) on behalf of subscribers of the
New
Convertible Bonds who wished to sell such Shares in short sales in order
to
hedge the market risk of an investment in the New Convertible Bonds, at
a
placement price of EUR 2.47 per Share, determined by way of an
accelerated
bookbuilding process. The Company will not receive any proceeds
from the
Concurrent Accelerated Bookbuilding.
Settlement and delivery of the
New Convertible Bonds is expected to take place
on or about July 9, 2020.
Outokumpu will submit an application to admit the New
Convertible Bonds to
listing and trading on the Open Market (Freiverkehr)
segment of the Frankfurt
Stock Exchange or on another internationally
recognised, regularly operating,
regulated or non-regulated stock exchange, by
no later than 90 days after the
settlement date.
Outokumpu has agreed to a lock-up for a period commencing on
the pricing date of
the Offering and ending 90 calendar days after the
settlement date of the
Offering, subject to customary exceptions.
Inside
information notice
This stock exchange release relates to the disclosure of
information that
qualified, or may have qualified, as inside information within
the meaning of
Article 7(1) of the EU Market Abuse Regulation (Regulation (EU)
No. 596/2014)
(“MAR”).
Citigroup Global Markets Limited is acting as Sole
Global Coordinator and Joint
Bookrunner for the Offering and BNP PARIBAS,
Crédit Agricole Corporate and
Investment Bank, Skandinaviska Enskilda Banken AB
(publ) and Swedbank AB (publ)
(in cooperation with Kepler Cheuvreux S.A.) are
acting as Joint Bookrunners
(together with the Sole Global Coordinator, the
“Managers”).
For further information, please contact:
Media: Reeta
Kaukiainen, EVP – Communications and IR, tel. +358 50 522 0924
Investors:
Marja Mäkinen, VP, Investor Relations, tel. +358 40 671 2999
Pia
Aaltonen-Forsell, CFO, tel. +358 40 563 3712
Outokumpu Group
Outokumpu is
the global leader in stainless steel. We aim to be the best value
creator in
stainless steel, through customer orientation and efficiency. The
foundation of
our business is our ability to tailor stainless steel into any
form and for
almost any purpose. Stainless steel is sustainable, durable and
designed to
last forever. Our customers use it to create civilization’s basic
structures
and its most famous landmarks as well as products for households and
various
industries. Outokumpu employs 10,000 professionals in more than 30
countries,
with headquarters in Helsinki, Finland and shares listed in Nasdaq
Helsinki.
www.outokumpu.com
Important Information
No action has been taken by
Outokumpu, the Managers or any of their respective
affiliates that would permit
an offering of the New Convertible Bonds or the
Shares (both separately, a
“Security” and together, the “Securities”) or
possession or distribution of
this stock exchange release or any offering or
publicity material relating to
the Offering or the Concurrent Accelerated
Bookbuilding or any of the
Securities (together, “Offer Materials”) in any
jurisdiction where action for
that purpose is required. Persons into whose
possession this stock exchange
release or any other Offer Materials comes are
required by the Company and the
Managers to inform themselves about, and to
observe, any such
restrictions.
This stock exchange release and any other Offer Materials are
not intended as
investment advice and under no circumstances are they to be
used or considered
as an offer to sell, or a solicitation of an offer to buy,
any Security nor a
recommendation to buy or sell any Security.
An investment
in the Securities includes a significant degree of risk. Any
decision to
purchase any of the Securities should only be made on the basis of
an
independent review by a prospective investor of the Company’s
publicly
available information and the terms of the Securities. Each person
receiving
this stock exchange release or any other Offer Materials should
consult his/her
professional advisers to ascertain the suitability of the
Securities as an
investment. Neither the Managers nor any of their respective
affiliates accept
any liability arising from the use of, or make any
representation as to the
accuracy or completeness of, this stock exchange
release or any other Offer
Materials or the Company’s publicly available
information. The information
contained in this stock exchange release or any
other Offer Materials is subject
to change in its entirety without notice up to
the date of issue of the New
Convertible Bonds.
In connection with the
Offering and the Concurrent Accelerated Bookbuilding, the
Managers and any of
their respective affiliates may take up a portion of the New
Convertible Bonds
in the Offering and/or may acquire Shares as a principal
position and in that
capacity may retain, purchase, sell, offer to sell for
their own accounts such
New Convertible Bonds, Shares and other securities of
the Company or its group
or related investments in connection with the Offering,
the Concurrent
Accelerated Bookbuilding or otherwise.
The Managers are acting on behalf of
the Company and no one else in connection
with the Securities and will not be
responsible to any other person for
providing the protections afforded to
clients of the Managers or for providing
advice in relation to the
Securities.
Potential investors who are in any doubt about the contents of
this stock
exchange release or any other Offer Materials should consult their
stockbroker,
bank manager, solicitor, accountant or other financial adviser. It
should be
remembered that the price of Securities and the income from them can
go down as
well as up.
THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN
AND WILL NOT BE
REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT
OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED
STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES
ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED
STATES OR IN
ANY OTHER JURISDICTION. THE NEW CONVERTIBLE BONDS ARE BEING
OFFERED AND SOLD
OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATION S UNDER
THE SECURITIES
ACT. THIS STOCK EXCHANGE RELEASE AND THE OFFERING WHEN MADE ARE
ONLY ADDRESSED
TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
(THE “EEA”) AND
THE UNITED KINGDOM (THE “UK”) AT PERSONS WHO ARE “QUALIFIED
INVESTORS” WITHIN
THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS REGULATION
(“QUALIFIED
INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS
REGULATION" MEANS
REGULATION (EU) 2017/1129, AS AMENDED.
PROHIBITION OF SALES
TO EEA AND UK RETAIL INVESTORS - THE NEW CONVERTIBLE BONDS
ARE NOT INTENDED TO
BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD
NOT BE OFFERED, SOLD
OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE
EEA OR IN THE UK
WITHIN THE MEANING OF REGULATION (EU) NO 1286/2014 (AS AMENDED
OR SUPERSEDED,
THE “PRIIPS REGULATION”). CONSEQUENTLY NO KEY INFORMATION
DOCUMENT UNDER THE
PRIIPS REGULATION HAS BEEN PREPARED AND THEREFORE OFFERING OR
SELLING THE NEW
CONVERTIBLE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY
RETAIL INVESTOR IN
THE EEA OR IN THE UK MAY BE UNLAWFUL UNDER THE PRIIPS
REGULATION.
IN ADDITION,
IN THE UNITED KINGDOM THIS STOCK EXCHANGE RELEASE IS BEING
DISTRIBUTED ONLY TO,
AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE
PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005,
AS AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING
WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE
LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
“RELEVANT
PERSONS”). THIS STOCK EXCHANGE RELEASE MUST NOT BE ACTED ON OR RELIED
ON (I) IN
THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II)
IN ANY
MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS.
ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS STOCK EXCHANGE RELEASE
RELATES
IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND
WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B)
QUALIFIED
INVESTORS IN MEMBER STATES OF THE EEA.
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 NEW CONVERTIBLE BONDS
HAVE BEEN SUBJECT TO A PRODUCT
APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I)
THE TARGET MARKET FOR THE NEW
CONVERTIBLE BONDS IS ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ONLY,
EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS
FOR DISTRIBUTION OF THE NEW
CONVERTIBLE BONDS TO ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ARE
APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING
OR RECOMMENDING THE NEW
CONVERTIBLE BONDS (A “DISTRIBUTOR”) SHOULD TAKE INTO
CONSIDERATION THE
MANUFACTURER’S TARGET MARKET ASSESSMENT; HOWEVER, A
DISTRIBUTOR SUBJECT TO
MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN
RESPECT OF THE NEW CONVERTIBLE BONDS (BY EITHER ADOPTING OR
REFINING THE
MANUFACTURER‘S TARGET MARKET ASSESSMENT) AND DETERMINING
APPROPRIATE
DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO
THE REQUIREMENTS OF ANY
CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION
TO ANY OFFERING OF THE NEW
CONVERTIBLE BONDS OR THE CONCURRENT ACCELERATED
BOOKBUILDING.
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 NEW
CONVERTIBLE BONDS.
THIS STOCK EXCHANGE RELEASE HAS NOT BEEN
FILED WITH, OR REVIEWED BY, ANY
NATIONAL OR LOCAL SECURITIES COMMISSION OR
REGULATORY AUTHORITY OF THE UNITED
STATES, THE UNITED KINGDOM, ITALY, FRANCE OR
ANY OTHER JURISDICTION, NOR HAS ANY
SUCH COMMISSION OR AUTHORITY PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS STOCK
EXCHANGE RELEASE. ANY REPRESENTATION TO
THE CONTRARY MAY BE UNLAWFUL AND MAY BE
A CRIMINAL OFFENCE.