Outokumpu announces its intention to carry out a private placement of new shares
May 10, 2021 at 6.31 pm EEST
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 announces its intention to carry out a private placement of new shares
Outokumpu Oyj (“Outokumpu” or the “Company”) intends to carry out an issue of up to 40,500,000 new shares (the "Shares") in a private placement to institutional investors in deviation of the pre-emptive subscription right of the shareholders (the "Share Issue"). The maximum number of Shares corresponds to approximately 9.7 per cent of all of the issued shares in Outokumpu immediately prior to the Share Issue.
The main purpose of the Share Issue is to accelerate the de-leveraging of Outokumpu by using the proceeds to reduce the Company’s gross debt and thus strengthening its balance sheet. The Share Issue is fully consistent with the emphasis on de-risking the Company for stronger returns and supports the de-leveraging as communicated in our strategy announced in November 2020 and confirmed at our capital markets day in May 2021.
The bookbuilding will begin immediately, and it is expected to end no later than May 11, 2021 at 9.00 am EEST. The bookbuilding may, however, be closed at any time during the bookbuilding period.
The Share Issue is being conducted, subject to the satisfaction of certain conditions, through accelerated bookbuilding carried out by BNP PARIBAS, Nordea Bank Abp and Crédit Agricole Corporate and Investment Bank (in cooperation with Kepler Cheuvreux S.A.) (“BNP Paribas”, “Nordea” and “Crédit Agricole CIB”) in which institutional investors may submit subscription offers for the Shares. The accelerated bookbuilding procedure enables executing the Share issue in a rapid and cost-efficient manner.
The final number of and price at which the Shares will be offered will be decided by the Board of Directors of the Company at the close of the bookbuilding. These will be announced after the close of the bookbuilding.
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.
After the close of the bookbuilding, the Company intends to file an application for the listing of the Shares for trading on the official list of Nasdaq Helsinki Ltd. Trading in the Shares is expected to begin on or about May 14, 2021. The Shares will entitle their holders to shareholder rights, including the right to receive full dividends declared by the Company, if any, after the Shares have been registered with the Finnish Trade Register, which is expected to take place on or about May 12, 2021.
The Share Issue will be carried out based on the authorisation given by the Company's Annual General Meeting to the Board of Directors on March 31, 2021.
BNP Paribas and Nordea are acting as Joint Global Coordinators and Joint Bookrunners of the Share Issue, and Crédit Agricole CIB is acting as Joint Bookrunner of the Share Issue. 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.
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
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.
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.