Ruukki Group
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This document, which comprises a prospectus (the “Prospectus”) relating to Ruukki Group Plc (the “Company” or “Ruukki”) has been prepared in accordance with the requirements of the Finnish Securities Markets Act (26.5.1989/495, as amended) (the “Finnish Securities Markets Act”), the Decree of the Finnish Ministry of Finance on offering circulars referred to in Chapter 2 of the Finnish Securities Markets Act (23.6.2005/452, as amended), the EU Prospectus Regulation (EC) No 809/2004, and the regulations and guidelines issued by the Finnish Financial Supervisory Authority (the “Finnish FSA”). The Finnish FSA has approved this Prospectus. However, it assumes no responsibility for the correctness of the information contained herein. The journal number of the approval decision by the Finnish FSA is 60/212/2010. The Finnish FSA has requested that the Company obtain a Finnish language translation of the summary set out herein. This Prospectus and the Finnish language translation of the summary set out in this Prospectus has been made available to the public in Finland as required under Chapter 2, Section 3 of the Finnish Securities Markets Act (26.5.1989/495, as amended) by the same being available, free of charge, in electronic form on the Company’s website at: www.ruukkigroup.fi and in printed form at the offices of the Company at Keilasatama 5, 02150 Espoo, Finland until and including the date of Admission. The Company has also requested that the Finnish FSA provides a copy of this Prospectus and the certificate of approval of the Finnish FSA to the UK FSA. The Company is not offering any new Ordinary Shares in the Company or other securities in connection with Admission. This document does not constitute an offer, the solicitation of an offer, or an invitation to any person to subscribe for or purchase any Ordinary Shares in the Company. Applications have been made to the UK FSA and to the London Stock Exchange for the Company’s Ordinary Shares (being 247,982,000 Ordinary Shares as at 29 June 2010, the latest practicable date prior to the publication of this document), to be admitted to the premium segment of the Official List of the UK FSA and to trading on the London Stock Exchange’s main market for listed securities respectively. Admission to the Official List, together with admission to the London Stock Exchange’s main market for listed securities, constitutes admission to official listing on a regulated market. The Ordinary Shares are currently admitted to trading on the stock exchange list of the Helsinki Stock Exchange, which is a regulated market, and will continue to be after Admission. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the Ordinary Shares will commence at 8.00 a.m. (London time) on or around 16 July 2010. No application has been, or is currently intended to be, made for such Ordinary Shares to be admitted to listing or dealt with on any other stock exchange. All references to Ordinary Shares shall be deemed, where the context permits, to include reference to the Depositary Interests. You should read the whole of this document (including the information incorporated by reference) in full. In particular, see Part II: “Risk Factors” for a discussion of certain risks and other factors that should be considered in connection with any investment decision relating to the Ordinary Shares. RUUKKI GROUP RUUKKI GROUP PLC (Incorporated as a public limited company governed by the laws of Finland with business identity code 0618181-8 and trade register number 360.572) Admission of Ordinary Shares to the premium segment of the Official List and to trading on the London Stock Exchange Sponsor: Ernst & Young LLP Ernst & Young LLP, which is authorised and regulated in the United Kingdom by the UK FSA, is acting exclusively for the Company and no-one else in connection with the Admission and will not regard any other person (whether or not a recipient of this document) as its client in relation to Admission nor be responsible to anyone other than the Company for providing the protections afforded to clients of Ernst & Young LLP nor for providing advice in relation to the Admission or any other matter referred to herein. Save for the sponsor’s responsibilities of Ernst & Young LLP under the FSMA, Ernst & Young LLP accepts no responsibility whatsoever and makes no representation or warranty express or implied for the contents of this document, including its currency, accuracy, reliability, timeliness, continued availability, correctness, completeness or verification or for any other statement made or purported to be made by it, its affiliates, officers, employees or advisers, or on its behalf, in connection with the Company or Admission (“Information”), and any information provided by Ernst & Young LLP in respect of Admission is provided merely as a conduit for the Company and nothing contained in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Ernst & Young LLP disclaims to the maximum extent permitted by applicable law all and any responsibility or liability whether arising in tort, contract or otherwise and whether arising as a result of any omission from, or inadequacy or inaccuracy in, the Information or the distribution, responsibility or possession or use of the Information in or from any jurisdiction which they might otherwise have in respect of this document or any such statement. No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Directors or Ernst & Young LLP. In particular, the content of the Website does not form part of this document and you should not rely on it. The distribution of this document in certain jurisdictions other than the United Kingdom and Finland may be restricted by law and therefore persons into whose possession this document may come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been or will be taken by the Company or Ernst & Young LLP that would permit possession or distribution of this document or any other material relating to the Ordinary Shares in any country or jurisdiction where action for that purpose is required, other than in the United Kingdom or Finland. In particular, this document is not for distribution in the United States, Australia, Canada, South Africa or Japan. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (as amended) (the “Securities Act”) and may not be offered or sold in the United States of America (the “United States”) unless registered under the Securities Act or an exemption thereunder is available. Without prejudice to any legal or regulatory obligation on the Company to publish a supplementary prospectus or other supplementary document neither the delivery of this document, nor Admission, shall under any circumstances create any implication that there has been no change in the affairs of the Company or the Group since the date of this document or that the information contained herein is correct at any time subsequent to the date of this document. The contents of this document should not be construed as legal, business or tax advice. You should consult your own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. The date of this document is 30 June 2010. TABLE OF CONTENTS Clause Headings Page PART I SUMMARY 3 PART II RISK FACTORS 12 PART III DIRECTORS, EXECUTIVE MANAGEMENT, REGISTERED OFFICE AND ADVISERS 29 PART IV FORWARD LOOKING STATEMENTS AND OTHER IMPORTANT INFORMATION 30 PART V INFORMATION ON THE GROUP 32 PART VI DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE 48 PART VII OPERATING AND FINANCIAL REVIEW 54 PART VIII HISTORICAL FINANCIAL INFORMATION 112 Section A – Historical financial information on the Company 112 Section B – Historical financial information on Mogale Alloys (Pty) Ltd 208 Section C – Historical financial information on Junnikkala Oy 236 Section D – Historical financial information on EWW 262 PART IX PRO FORMA FINANCIAL INFORMATION 290 PART X DETAILS OF ADMISSION 293 PART XI TAXATION 299 PART XII ADDITIONAL INFORMATION 303 PART XIII INFORMATION INCORPORATED BY REFERENCE 338 PART XIV DEFINITIONS 339 2 PART I SUMMARY The following summary is extracted from, and should be read as an introduction to, and in conjunction with, the full text of this document. Any investment decision relating to the Ordinary Shares should be based on the consideration of this document as a whole. Where a claim relating to the information contained in this document is brought before a court, a claimant investor might, under the national legislation of an EEA state, have to bear the costs of translating this document before legal proceedings are initiated. Civil liability attaches to those persons who are responsible for this summary, including any translations of this summary, but only if this summary is misleading, inaccurate or inconsistent when read together with other parts of this document. 1. Introduction The Group has announced its intention to obtain an admission of its Ordinary Shares to the Official List and to trading on the London Stock Exchange. 2. The Group 2.1 Overview of the Group The Group is primarily engaged in the processing of natural resources, and currently has minerals processing operations in South Africa and Europe and house building and wood processing operations in Finland.