OUTOTEC OYJ STOCK EXCHANGE RELEASE MARCH 17, 2016 at 5.45 PM EET
INFORMATION CONTAINED IN THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR SINGAPORE.
Outotec to issue EUR 150 million hybrid bond
Outotec Oyj will issue a EUR 150 million hybrid bond. The coupon rate of the bond is 7.375% per annum. The bond has no specified maturity date but the company may exercise an early redemption option for the first time on March 24, 2021. The settlement date of the bond is March 24, 2016. The hybrid bond will strengthen Outotec's capital structure and it will be used for the refinancing of existing debt and for Outotec's general corporate purposes.
"In Outotec's current business environment it is important to have a conservative balance sheet. The requirement for additional capital is considered temporary, thus the hybrid bond transaction supports us well in this downcycle. We are very pleased with the broad interest from both institutional investors as well as private banks. Due to the strong demand, the hybrid bond was significantly oversubscribed, which is a clear indication of investors' confidence in Outotec," says Pertti Korhonen, CEO of Outotec.
A hybrid bond is an instrument which is subordinated to the company's other debt obligations and which is treated as equity in the company's consolidated financial statements prepared in accordance with the IFRS. The hybrid bond does not confer to its holders the rights of a shareholder and does not dilute the holdings of the current shareholders.
Pohjola Bank plc is acting as coordinator and Pohjola Bank plc and Nordea Bank Finland Plc as lead managers in the transaction. Roschier Attorneys Ltd acts as legal advisor to Outotec.
For further information please contact:
Eila Paatela, Head of Corporate Communications
Tel. +358 20 529 2004 , mobile +358 400 817198
Information contained in this release may not be released, published or distributed, directly or indirectly, in the United States, Australia, Canada, Hong Kong, Japan or Singapore or such other countries or otherwise in such circumstances in which the offering of the capital securities would be unlawful or require measures other than those required under the laws of Finland. This release does not constitute an offer of, or an invitation to purchase, the capital securities in any jurisdiction. No offer will be made to persons whose participation in the offering requires any additional information memorandum or registration. The capital securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons. Terms used in the preceding sentence have the meanings given to them by Regulation S under the U.S. Securities Act of 1933. Any subscription or purchase of the capital securities may only be made on the basis of the information contained in the applicable information memorandum published or distributed by Outotec.
Outotec has not authorized the offering of the capital securities to the public in any member state of the European Economic Area (the "EEA"). All offers of the capital securities in the EEA will be made pursuant to an exemption under the Directive 2003/71/EC (as amended by Directive 2010/73/EU, the "Prospectus Directive"), as implemented in the member states of the EEA, from the requirement to produce a prospectus under the Prospectus Directive for offers of securities. The offer is only addressed to and directed at persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(1)(e) of Prospectus Directive and the minimum size of the investment [as well as the unit size] is EUR 100,000. The expression an "offer to the public" in relation to any capital securities in any member state of the EEA means the communication in any form and by any means of sufficient information on the terms of the offer and any capital securities to be offered so as to enable an investor to decide to purchase any capital securities, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state.
The financial institutions defined herein are acting exclusively for Outotec as lead managers of the offering and will not be responsible to anyone other than Outotec for providing the protections afforded to its clients nor giving investment or other advice in relation to the capital securities or any other transaction or any other matter mentioned herein.
The information provided herein may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 as amended, does not apply and is solely directed at persons in the United Kingdom who (a) 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 (the "Order") or (b) persons falling within Article 49(2)(a) to (d) of the Order, or other persons to whom it may be lawfully communicated (all such persons together being referred to as "relevant persons"). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this document or any of its contents.