Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan.
OUTOKUMPU TECHNOLOGY OYJ INTENDS TO LIST ON THE HELSINKI STOCK EXCHANGE
The Board of Directors of Outokumpu Technology Oyj (the "Company") has today decided to submit to the Helsinki Stock Exchange an application for the listing its shares on the prelist on or about October 10, 2006 and on the official list on or about October 13, 2006.
Outokumpu Technology's share capital is divided into 42,000,000 shares with a counter-book value of EUR 0.40. The shares of the Company are registered in the book-entry securities system.
In connection with the listing Outokumpu Oyj intends to sell 33,600,001 shares of Outokumpu Technology. In addition, Outokumpu has granted the managers of the offering an over-allotment option, exercisable for up to 30 days after the commencement of the trading of the shares on the Helsinki Stock Exchange, to purchase up to an aggregate of 3,360,000 additional shares to cover over-allotments. Nordea is acting as Global Coordinator and Joint Bookrunner for the offering. Lehman Brothers is acting as Joint Bookrunner for the institutional offering.
As a result of the offering, Outokumpu's ownership in Outokumpu Technology will be reduced to 12%, assuming the additional shares are purchased in full, or to 20% assuming no additional shares are purchased. More information about the share offering is available in the stock exchange release published by Outokumpu today.
The Company's Board of Directors has today approved the listing particulars relating to the share offering in Outokumpu Technology, the Finnish version of which is expected to be available on the internet (www.outokumputechnology.fi/listautuminen) no later than on September 26, 2006 as well as at the places of subscription and Helsinki Stock Exchange service point OMX Way (Fabianinkatu 14, Helsinki) no later than on September 27, 2006.
The new Board of Directors of Outokumpu Technology Oyj, as elected today by the Extraordinary General Meeting of the Company, will take office at the commencement of the trading of the Company's shares on the Helsinki Stock Exchange and consist of the following members:
- Risto Virrankoski (Chairman)
- Karri Kaitue (Vice Chairman)
- Carl Gustaf Bergström
- Hannu Linnoinen
- Anssi Soila
Outokumpu Technology's Executive Committee at the commencement of the trading of the Company's shares on the Helsinki Stock Exchange will be:
- Tapani Järvinen, President and Chief Executive Officer
- Seppo Rantakari, Executive Vice President and Deputy CEO
- Markku Jortikka, Executive Vice President and President - Base Metals division
- Jari Rosendal, Executive Vice President and President - Minerals Processing division
- Vesa-Pekka Takala, Executive Vice President and Chief Financial Officer (new appointment)
- Peter Weber, Executive Vice President and President - Metals Processing division
In addition, the Company will have a Management Committee consisting, at the commencement of the trading of the Company's shares on the Helsinki Stock Exchange, of the Executive Committee members and the following persons:
- Martti Haario, Senior Vice President - Marketing Development
- Ari Jokilaakso, Senior Vice President - Human Resources
- Kari Knuutila, Senior Vice President and Chief Technology Officer
- Ilkka Virtanen, Senior Vice President - Business Development
In order to manage its financing as an independent public company, Outokumpu Technology has entered into a committed guarantee issuance and credit facility with Nordea. The Company's name has been changed from Outokumpu Technology Oy to Outokumpu Technology Oyj as of today.
OUTOKUMPU TECHNOLOGY OYJ
Tapani Järvinen, President and CEO
For further information, please contact:
Outokumpu Technology Oyj
Eila Paatela, Communications Manager
Tel. +358 205 292004, mobile +358 400 817198
Outokumpu Technology and Outokumpu will organize a press conference regarding the planned listing today on September 25, 2006 at 11:00 am at Hotel Kämp, Mirror Room, Pohjoisesplanadi 29, Helsinki, Finland.
A conference call in English concerning the listing of Outokumpu Technology will be held today on September 25, 2006 at 2.00 pm Finnish time. To participate in conference call, please register by sending your name, company name and address via e-mail to firstname.lastname@example.org and you will get the telephone number and password with return e-mail. An instant-replay of the conference call will be available for about 24 hours. Please request the telephone number and password for the instant-replay by e-mail from Outi Milner. Due to legal restrictions, participation in the conference call or listening the instant-replay is not allowed to persons residing the United States, Canada, Australia or Japan.
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.
The information contained herein shall not constitute an offer to sell or the 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.
This document does not constitute an offer of securities to the public in the 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 of 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.