Announcement under the Finnish Securities Market Act, chapter 2, section 10 of a change in the shareholding and arrangements that, if implemented, could change the shareholding in Outokumpu Technology Oyj
into the United States, Canada, Australia or Japan.
ANNOUNCEMENT UNDER THE FINNISH SECURITIES MARKET ACT, CHAPTER 2, SECTION 10 OF
A CHANGE IN THE SHAREHOLDING AND ARRANGEMENTS THAT, IF IMPLEMENTED, COULD
CHANGE THE SHAREHOLDING IN OUTOKUMPU TECHNOLOGY OYJ
Technology Oyj announces that it has been notified, that Outokumpu Oyj
(business identity code 0215254-2), Outokumpu Technology, Nordea Bank Finland
Plc and Lehman Brothers International (Europe) (Nordea Bank Finland Plc and
Lehman Brothers International (Europe) together the Managers of the Offering)
have today entered into purchase agreement according to which, if and when
transactions contemplated by the same have been completed, results in Outokumpu
selling 33,600,001 shares in Outokumpu Technology corresponding to 80 per cent
of the share capital and votes in Outokumpu Technology. Outokumpu owns today
100 per cent of the share capital and votes in Outokumpu Technology. If the
purchase agreement is effected, the shareholding of Outokumpu will fall under
one-fifth of the share capital and votes in Outokumpu Technology and will be
Shares 8,399,999 20 % 20 %
share lending agreement with the managers of the offering of Outokumpu
Technology shares. The managers are entitled to borrow a maximum of 3,360,000
Outokumpu Technology shares from Outokumpu. The share lending agreement is in
force for a maximum of 30 days after the commencement of the trading of the
Outokumpu Technology shares on the Helsinki Stock Exchange Ltd.
days after the commencement of the trading of the Outokumpu Technology shares
on the Helsinki Stock Exchange to purchase up to an aggregate of 3,360,000
additional shares of Outokumpu Technology solely to cover over-allotments (Over-
Allotment Option). If the Over-Allotment Option is exercised, the share lending
agreement will expire and the managers will return the borrowed shares back to
in full and exercise the Over-Allotment Option in full, Outokumpu's
shareholding in Outokumpu Technology would fall for the lending period and
after the exercise of the Over-Allotment Option under 15 percent of the share
capital and votes in Outokumpu Technology and would be the following:
Shares 5,039,999 12 % 12 %
share is entitled to one vote at the general meeting of shareholders.
tel. + 358 20 5292003, mobile +358 400 954141
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia or
Japan. The materials do 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 U.S.
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 Shares in the United States.
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.
United Kingdom. No prospectus has been or will be registered in the United
Kingdom in respect of the securities, and consequently the securities must not
be sold or offered for sale in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes o their business or
whom it is reasonable to suppose will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their business.