The Board of Directors of SSAB AB (publ) (“SSAB” or “the Company”) has resolved
to launch a rights issue of Class B shares of around SEK 5 billion with
preferential rights for existing shareholders subject to the approval by an
extraordinary general meeting.
· SSAB’s two largest shareholders, Industrivärden and Solidium, have
undertaken to subscribe for their pro rata shares of the rights issue. For the
remaining amount, a syndicate of banks: Crédit Agricole Corporate and Investment
Bank, Handelsbanken Capital Markets, Nordea Bank AB (publ) and Swedbank AB
(publ) (together the “Joint Global Coordinators”), have entered into a standby
underwriting commitment, subject to customary conditions
· In addition, Swedbank Robur and LKAB, together representing 4.4 per cent of
the capital and 5.5 per cent of the votes have expressed their support for the
rights issue and their intention to vote in favour of the rights issue at the
extraordinary general meeting
· Extension of debt maturities, credit facilities and existing bank guarantees
for a total of SEK 9.6 billion will secure liquidity and long-term financing for
the coming years (partly subject to that the rights issue is realized)
· The rights issue combined with divestments of non-core assets and cash flow
generation, will allow SSAB to reduce net debt by around SEK 10 billion and to
improve net gearing to around 30 per cent by year-end 2017, which is in line
with the Company’s long-term financial targets
· The increased financial flexibility will facilitate SSAB’s strategy to
become the industry leading producer of high-strength steels and provider of
value-added services globally, as well as strengthen the market leading position
in its Nordic and North American home markets
“This comprehensive financing package will enable us to fully focus on the
activities that will restore us to industry leading profitability. A strongly
improved financing position will mean that we are well placed to take advantage
of opportunities in the market, while driving profitable growth in our focus
areas. At the same time, we are well prepared to sustain periods of low demand,”
says Martin Lindqvist, President and CEO.
Background and rationale
SSAB has a unique global position in high-strength steels and value-added
services, and leading positions in its Nordic and North American home markets.
Having been focusing on integration and cost-cutting initiatives following the
successful merger with Rautaruukki, SSAB now continues the transformation of its
business model. The transformed business model includes product mix evolution in
favour of growing the share of high-strength steels and other premium products,
increased focus on service and after-market activities, as well as further
growth in attractive market segments from the current well-invested asset base.
SSAB is now undertaking comprehensive measures to strengthen its balance sheet
to pursue its journey toward achieving industry leading profitability. These
measures will put SSAB in a competitive financial position, which together with
the transformed business model, will enable long-term profitable growth and
competitiveness.
Suggested measures to strengthen the balance sheet and improve flexibility going
forward include a rights issue of around SEK 5 billion. The rights issue,
combined with divestments of non-core assets and internal cash flow generation
is expected to strengthen the Company’s balance sheet, reduce net debt by around
SEK 10 billion and improve net gearing to around 30 per cent by year end 2017,
in line with SSAB’s long-term financial targets.
Further financing measures taken include an extension of debt maturities of SEK
3.2 billion, existing bank guarantee extensions of SEK 3.7 billion and a new
five-year (3+1+1 years) RCF of EUR 300-500 million (EUR 300 million is committed
by three relationship banks and the remaining amount to be syndicated to other
relationship banks). The financing package provided by shareholders and banks is
expected to secure the refinancing needs during the next 3-5 years. Part of the
financial package is subject to that the rights issue is realized.
Terms of the rights issue
Subject to the approval by an extraordinary general meeting on May 27, 2016,
SSAB’s Board of Directors has resolved to launch a rights issue of Class B
shares of around SEK 5 billion before transaction costs. The Company’s
shareholders have preferential rights to subscribe for Class B shares in the
rights issue on a pro rata basis to the number of Class A and B shares held on
the record date.
Allotment of Class B shares subscribed for without the exercise of subscription
rights, will be allotted firstly to those who have subscribed for Class B shares
by the exercise of subscription rights, irrespective of whether or not they were
shareholders on the record date, pro rata in relation to the number of
subscription rights exercised for the subscription of shares, secondly be
allotted to other parties who have applied for subscription of Class B shares
without the exercise of subscription rights, pro rata in relation to such
declared interest and thirdly to the Joint Global Coordinators in proportion to
their respective underwriting commitments.
The increase in share capital, the number of shares to be issued and the
subscription price in the rights issue, is expected to be announced at the
latest on May 24, 2016.
The subscription period will run from June 3, 2016, up to and including June 17,
2016, or such later date as decided by the Board of Directors. Trading in
subscription rights is expected to take place from June 3, 2016, up to and
including June 15, 2016 for shares traded on Nasdaq Stockholm and from June 3,
2016, up to and including June 13, 2016 for shares traded on Nasdaq Helsinki.
The resolution by the Board of Directors on the rights issue is subject to the
approval of the extraordinary general meeting to be held on May 27, 2016. For
more information, please see the notice to attend the extraordinary general
meeting in a separate press release to be announced shortly.
Shareholder support and underwriting commitments
The Company’s two largest shareholders Industrivärden and Solidium, together
representing 28.7 per cent of the capital and 29.3 per cent of the votes, have
committed to subscribe for their pro rata shares in the rights issue. The above
-mentioned shareholders have also committed to vote in favour of the rights
issue at the extraordinary general meeting.
For the remaining amount, the Joint Global Coordinators, have entered into a
standby underwriting commitment, subject to customary conditions.
In addition, Swedbank Robur and LKAB, whom together represent 4.4 per cent of
the capital and 5.5 per cent of the votes have expressed their support for the
rights issue and their intention to vote in favour of the rights issue at the
extraordinary. general meeting.
Indicative timetable for the rights issue
May 24, 2016 Announcement of complete terms and conditions, including
subscription price and subscription ratio
May 27, 2016 Extraordinary general meeting to approve the rights issue
resolved by the Board of Directors
May 27, 2016 Last day of trading in shares including right to participate in
the rights issue
May 30, 2016 First day of trading in shares excluding right to participate
in the rights issue
May 31, 2016 Estimated date for publication of the prospectus
May 31, 2016 Record date for participation in the rights issue, i.e. holders
of shares who are registered in the share register on this day
will receive subscription rights for participation in the
rights issue
June 3 – June Trading in subscription rights on Nasdaq Stockholm
15, 2016
June 3 – June Trading in subscription rights on Nasdaq Helsinki
13, 2016
June 3 – June Subscription period
17, 2016
On or around Announcement of preliminary results of the rights issue
June 22, 2016
On or around Announcement of final results of the rights issue
June 27, 2016
Financial and legal advisors
Crédit Agricole Corporate and Investment Bank, Handelsbanken Capital Markets,
Nordea Bank AB (publ) and Swedbank AB (publ) are acting as financial advisors
and Mannheimer Swartling Advokatbyrå as legal advisor to SSAB in connection with
the rights issue.
Stockholm April 22, 2016
SSAB AB (publ)
Board of Directors
Invitation to SSAB’s first quarter 2016 results briefing
SSAB invites you to a presentation of the quarterly report at 09.30am CEST on
Friday April 22, 2016. The report is scheduled for publication at 07.30am CEST
on the same date.
The press conference will be held in English and webcast live on SSAB’s website
www.ssab.com. It is also possible to participate in the briefing via telephone.
Venue and time of briefing: World Trade Center (WTC) Stockholm, Kungsbron 1,
Conference room Manhattan, 09.30am CEST.
Telephone numbers:
+ 46 8 505 564 74 (Sweden),
+ 44 203 364 5374 (UK),
+ 1 855 753 2230 (USA).
Link to webcast: Go to webcast (http://edge.media-server.com/m/p/4sgcdqdb)
For further information, please contact
Andreas Koch, Head of Investor Relations,
andreas.koch@ssab.com, +46 8 454 57 29
Viktoria Karsberg, Head of External Communications,
viktoria.karsberg@ssab.com (http://file://sto
-file23/allmdata2$/Investment_Banking/Investment%20Banking%20Sweden/Corporate%20
F
inance/Industrial%20Markets/PROJEKT/SSAB/Projekt%20H%C3%A4vringe/Mandate%20phase
/
ECM/Pressmeddelanden/Offentligg%C3%B6rande/viktoria.karsberg@ssab.com), +46 8
454 57 34
Patrik Juhlin, Group Treasurer,
patrik.juhlin@ssab.com, +46 8 454 5744
SSAB AB (publ) discloses the information in this press release according to the
Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading
Act. The information was provided for public release on April 22, 2016 at
7.15a.m.
IMPORTANT NOTICE
The information in this press release does not contain or constitute an offer to
acquire, subscribe or otherwise trade in shares, subscription rights or other
securities in SSAB. Any invitation to the persons concerned to subscribe for
shares in SSAB will only be made through the prospectus that SSAB estimates to
publish on or around May 31, 2016.
This press release may not be released, published or distributed, directly or
indirectly, in or into Australia, Japan, Canada, the United States or any other
jurisdiction where participation would require additional prospectuses,
registration or measures besides those required by Swedish, Finnish, Danish, UK
and Irish law. Nor may this press release be distributed in or into such
countries or any other country or jurisdiction in which distribution requires
such measures or otherwise would be in conflict with applicable regulations. Any
failure to comply with the restrictions described may result in a violation of
applicable securities regulations.
No subscription rights, paid subscribed shares or shares in SSAB have been or
will not be registered under the United States Securities Act of 1933, as
amended (the “Securities Act”) or the securities legislation of any state or
other jurisdiction in the United States and no subscription rights, paid
subscribed shares or shares may be offered, subscribed for, sold, resold,
delivered or otherwise transferred, directly or indirectly, in or into the
United States except under an available exemption from, or transaction not
subject to, the registration requirements under the Securities Act and in
compliance with the securities legislation in the relevant state or any other
jurisdiction of the United States. There is no intention to register any
securities referred to herein in the United States or to make a public offering
of the securities in the United States.
This press release contains certain forward-looking information that reflects
SSAB’s present view of future events as well as financial and operational
development. Words such as “intend”, “assess”, “expect”, “may”, “plan”,
“believe”, “estimate” and other expressions entailing indications or predictions
of future development or trends, not based on historical facts, constitute
forward-looking information. Forward-looking information is inherently
associated with both known and unknown risks and uncertainties as it depends on
future events and circumstances. Forward-looking information is not a guarantee
of future results or development and actual outcomes may differ materially from
the statements set forth in the forward-looking information.
SSAB is a Nordic and US-based steel company. SSAB offers value added products
and services developed in close cooperation with its customers to create a
stronger, lighter and more sustainable world. SSAB has employees in over 50
countries. SSAB has production facilities in Sweden, Finland and the US. SSAB is
listed on the Nasdaq OMX Nordic Exchange in Stockholm and has a secondary
listing on the Nasdaq OMX in Helsinki. www.ssab.com.
SSAB will strengthen the balance sheet through a rights issue supported by the main shareholders and a debt refinancing package
| Source: SSAB AB
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