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Afarak Group

Quarterly Report Sep 30, 2012

3302_10-q_2012-09-30_f15ecde1-f9c8-4a84-939e-ad6a10f29b01.pdf

Quarterly Report

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07:00 London, 09:00 Helsinki, 7 November 2012 - Ruukki Group Plc ("Ruukki" or "the Company") (LSE: RKKI, OMX: RUG1V) Interim Report

RUUKKI GROUP PLC'S Q3 INTERIM REPORT FOR 1 JULY – 30 SEPTEMBER 2012

HIGHLIGHTS:

  • Preservation of prices and margins as sales adjusted to meet weak demand
  • Production decreased by 27.8% to 62,419 (Q3/2011: 86,401) tonnes
  • EBITDA was EUR -1.8 (Q3/2011: -2.7) million and the EBITDA margin was -6.5% (Q3/2011: -6.3%)
  • EBIT was EUR -8.9 (Q3/2011: -9.6) million
  • Profit for continuing operations totalled EUR -6.2 (Q3/2011: -6.5) million
  • Sales from processed products decreased by 56.6% to 11,051 (Q3/2011: 25,443) tonnes
  • Revenue decreased by 33.8% to EUR 28.1 (Q3/2011: 42.4) million
  • Cash flow from operations was EUR -3.2 (Q3/2011: -5.4) million and liquid funds at 30 September were EUR 40.4 (30 September 2011: 74.2) (30 June 2012: 45.0) million
  • Dispute regarding Mogale Alloys settled in October
KEY FIGURES (EUR million) Q3/12 Q3/11 Change Q1-
Q3/12
Q1-
Q3/11
Change FY/11
Revenue 28.1 42.4 -33.8% 106.1 121.8 -12.8% 159.1
EBITDA -1.8 -2.7 4.9 2.5 96.9% 1.4
EBITDA margin -6.5% -6.3% 4.6% 2.0% 0.9%
EBIT -8.9 -9.6 -15.7 -18.5 -26.5
EBIT margin -31.8% -22.5% -14.8% -15.2% -16.6%
Earnings before taxes -9.3 -8.4 -14.4 -18.2 -25.4
Earnings margin -33.1% -19.9% -13.6% -15.0% -16.0%
Profit for continuing operations -6.2 -6.5 -10.5 -13.5 -18.4
Profit for discontinued operations 0.0 -0.2 0.0 46.9 -100.0% 41.1
Profit -6.2 -6.7 -10.5 33.4 22.7
Earnings per share, basic, EUR -0.02 -0.03 -0.04 0.14 0.10

Continuing operations include the Speciality Alloys and the FerroAlloys business segments and unallocated items that consist of Group headquarters and other Group companies, which do not have significant business operations. Discontinued operations include the house building, pallet and sawmill businesses which were divested in 2011.

Commenting on the third quarter results, Thomas Hoyer, CEO, said:

"I am pleased that we have successfully resolved our dispute with the vendors of Mogale Alloys, which we purchased in May 2009. This is expected to positively impact our goodwill and equity and will also reduce our debt by approximately EUR 51 million. All of the conditions, other than the share issue which is conditional on South African Reserve Bank approval, have now been met and we can focus on the further development of the business.

The global macroeconomic environment continued to stagnate during the third quarter, driven by the unresolved crisis in the Eurozone, the ongoing slump in the US and a continued slowdown in Chinese growth. This situation continued to exert downward pressure across the world markets for chrome-related products and we do not expect any immediate improvement during Q4 2012 as customers maintain a tight control over their stock levels.

As expected, the quarter proved to be challenging as production was impacted by the annual maintenance shutdowns and we fought to preserve our product prices and margins against a significant decline in demand, as evidenced by the lowest European Benchmark Price for Ferrochrome for the past three years. However, initiatives taken have improved our overall efficiency and despite a significant drop in year on year revenues our loss was smaller than in Q3 2011.

As a niche speciality alloy business, unlike many other chrome producers who chose to chase volume over price, we remained disciplined and took the decision not to compromise our sales prices or margins. As we enter the final quarter of the year, we will continue to be disciplined with our pricing and, if market conditions require, we will adjust our production and product mix accordingly.

We remain firm believers in the long-term demand for our commodity which, unlike some other commodities, is ideally placed to take advantage of the move from investment-led demand to consumption-led demand in emerging economies as the growing urbanised populations seek to improve their living standards with chrome-related products."

2012 outlook

The global economic outlook for the coming quarter is uncertain as the Eurozone crisis continues and demand for commodities remains weak. After a period of very high fluctuations on the ferroalloy market it is now expected to be less volatile going forward but with prices continuing at relatively low levels. The market for higher value speciality products is expected to be more positive and the Group will continue to optimise its production levels and product mix accordingly.

The Board has updated the outlook for the Company's financial performance for 2012. Ruukki still expects its financial performance for the full year 2012 to be better than in 2011 because of more stable market conditions, improved cost efficiency across the operations, and favourable exchange rates. Based on the view that prices of the Company's main products will slightly improve in the mid-term, a decision has been taken to focus on disciplined pricing of products. This is expected to result in an increase in finished goods inventory levels, and will thereby have a negative impact on revenues in the last quarter of 2012. Therefore, Ruukki now expects revenue for the full year 2012 to be lower than in 2011.

Fluctuations of exchange rates between the Euro, the South African Rand, the Turkish Lira and the US Dollar can significantly impact the Company's financial performance.

The previous outlook, published in the second quarter interim results on 16 August 2012, was:

The global economic outlook for 2012 is uncertain as the Eurozone crisis continues and demand for commodities, primarily driven by Chinese consumption, remains weak. After a period of very high fluctuations on the ferroalloy market it is now expected to be less volatile going forward. The Group remains prepared for price fluctuations and will continue to adapt its production levels and product mix accordingly. The market for speciality alloy products is estimated to be more stable, although some uncertainty remains.

Ruukki expects its revenue for the full year 2012 to be in line with 2011 and the Company's financial performance for the full year 2012 to be better than 2011 because of more stable market conditions, improved cost efficiency across the operations and favourable exchange rates. Due to the seasonal nature of the business, the Company's performance for Q3 2012 is not expected to be as positive as Q2 2012.

Fluctuations of exchange rates between the Euro, the South African Rand, the Turkish Lira and the US Dollar can significantly impact the Company's financial performance.

Disclosure procedure

Ruukki follows the disclosure procedure enabled by Standard 5.2b published by the Finnish Financial Supervision Authority, and hereby publishes its Q3 Interim Report enclosed to this stock exchange release. The Q3 Interim Report is attached to this release and is also available on the Company's website at www.ruukkigroup.com.

Investor Conference Call

Management will host an investor conference call in English on 7 November 2012 at 12.00 Finnish time, 10.00 UK time. Please dial-in at least 10 minutes beforehand, quoting the reference: 924857.

Finnish number +358 (0)9 2313 9202

UK number +44 (0)207 1620 177

RUUKKI GROUP PLC Thomas Hoyer CEO

For additional information, please contact:

Ruukki Group Plc

Thomas Hoyer, CEO, +358 (0)10 440 7000, [email protected] Kalle Lehtonen, General Manager: Finance, +358 (0)400 539 968, [email protected] Markus Kivimäki, General Manager: Corporate Affairs, +358 (0)50 3495 687, [email protected]

Investec Bank Plc

Neil Elliot, +44 (0)20 7597 5970, [email protected] George Price, +44 (0)20 7597 5970, [email protected]

RBC Capital Markets

Martin Eales, +44 (0)20 7653 4000, [email protected] Peter Barrett-Lennard, +44 (0)20 7653 4000, [email protected]

Financial reports and other investor information are available on the Company's website: www.ruukkigroup.com.

Ruukki Group is a chrome mining and minerals producer focused on delivering sustainable growth with a speciality alloys business in southern Europe and a ferro alloys business in southern Africa. The Company is listed on NASDAQ OMX Helsinki (RUG1V) and the Main Market of the London Stock Exchange (RKKI). www.ruukkigroup.com

Distribution: NASDAQ OMX Helsinki London Stock Exchange main media www.ruukkigroup.com

RUUKKI GROUP PLC: Q3 INTERIM REPORT FOR 1 JULY–30 SEPTEMBER 2012

This Interim Report is prepared in accordance with the IAS 34 standard and is unaudited. All the figures in this Interim Report related to the house building, pallet and sawmill businesses are categorised as discontinued operations. All the corresponding comparable figures of 2011 are presented in brackets, unless otherwise explicitly stated.

SALES

The Group's sales from processing, which includes all the products produced at the Mogale Alloys and EWW processing plants, were 11,051 (Q3/2011: 25,443) tonnes, a decrease of 56.6% compared to the equivalent period in 2011. In light of the weak demand, the Group adjusted its production and built up its finished product inventory to preserve sales prices and margins.

Sales from processing:

Tonnes Q3/12 Q3/11 Q1-Q3/12 Q1-Q3/11 FY/11
Processing, Speciality Alloys 5,251 5,955 22,775 18,677 24,292
Processing, FerroAlloys 5,800 19,488 33,656 66,627 82,663
Processing, Total 11,051 25,443 56,432 85,304 106,955

Reviewing the global ferrochrome market for the quarter, a few key observations can be made:

The global economic situation has severely dented global stainless steel demand, which is expected to increase marginally this year. However in the medium term, consumption is forecast to grow as the growing economies of Asia and South America move away from investment-led demand to consumption-led demand.

The November meeting of the Chinese communist party is expected to confirm the country's economic stimulus programme for the coming year, which is forecast to provide a positive boost across the commodity industry.

The world's second largest chrome producer, South Africa, suffered unprecedented labour disputes across its mining industry. While this disrupted supplies, the instability did not support prices but prevented alloy quotations from going down any further and did not impact on supply volume in Europe, USA, nor Asia. Several chrome producers are focused on reducing their stocks before year end and have adopted a "quantity" marketing position which is further negatively impacting prices.

Turning to end-users, a lot of these customers are also closely monitoring their stock levels and only buying the minimum quantity they need in light of the extremely weak demand ahead of year end as credit remains tight and banks have been encouraging destocking.

RUUKKI GROUP'S FINANCIAL PERFORMANCE

REVENUE AND PROFITABILITY

EUR million Q3/12 Q3/11 Change Q1-
Q3/12
Q1-
Q3/11
Change FY/11
Revenue 28.1 42.4 -33.8% 106.1 121.8 -12.8% 159.1
EBITDA -1.8 -2.7 4.9 2.5 96.9% 1.4
EBITDA margin -6.5% -6.3% 4.6% 2.0% 0.9%
EBIT -8.9 -9.6 -15.7 -18.5 -26.5
EBIT margin -31.8% -22.5% -14.8% -15.2% -16.6%
Profit for discontinued
operations
0.0 -0.2 0.0 46.9 -100.0% 41.1
Profit -6.2 -6.7 -10.5 33.4 22.7

Discontinued operations include the house building, pallet and sawmill businesses which were divested in 2011.

Revenue for the third quarter 2012 decreased by 33.8% to EUR 28.1 (42.4) million compared to the equivalent period in 2011. The decrease in revenue was mainly attributable to the decline in demand for ferrochrome and the decision to increase finished products inventories instead of compromising sales prices. Even though revenue was down compared to equivalent period in 2011, the Company was still able to minimise its losses through improved profitability margin in the Speciality Alloys segment and through decreased expenses from unallocated items. EBITDA for the third quarter 2012 was EUR -1.8 (-2.7) million.

Earnings per share was EUR -0.02 (-0.03).

BALANCE SHEET, CASH FLOW AND FINANCING

The Group's liquidity, as at 30 September 2012, was EUR 40.4 (74.2) (30 June 2012: 45.0) million. Operating cash flow in the third quarter was EUR -3.2 (-5.4) million. Ruukki's gearing at the end of the third quarter was 12.8% (6.4%) (30 June 2012: 11.3%). Net interest-bearing debt was EUR 29.2 (15.8) (30 June 2012: 26.8) million.

Total assets on 30 September 2012 were EUR 379.1 (457.9) (30 June 2012: 394.0) million. The equity ratio was 60.3% (54.3%) (30 June 2012: 60.3%).

INVESTMENTS, ACQUISITIONS AND DIVESTMENTS

Capital expenditure for the third quarter of 2012 was EUR 0.8 (1.2) million and related primarily to sustaining capital expenditure at the Speciality Alloys segment as well as to some environmental improvements at the European processing plant.

PERSONNEL

At the end of the third quarter 2012, Ruukki had 752 (799) employees. The average number of employees during the third quarter of 2012 was 757 (785).

Number of employees by segment:

30.9.2012 30.9.2011 Change 31.12.2011
Speciality Alloys 428 436 -1.8% 442
FerroAlloys 314 353 -11.2% 345
Other operations 10 10 0.0% 10
Continuing operations total 752 799 -5.9% 797

SAFETY, HEALTH AND SUSTAINABLE DEVELOPMENT

The Group's target this year is to introduce standardised health, safety and environmental policies and procedures across the Group's operations and continue its programme focused on pro-active safety and environmental measurements as part of its aim to achieve "Zero Harm". This standardisation process will take the majority of the year to roll out as it involves a specific training programme for the Group's employees and contractors.

Ruukki aims to conduct its business in a sustainable way and to preserve the environment by minimising the environmental impact of its operations. Ruukki has programmes in place to monitor and address its impact on the environment.

SEGMENT PERFORMANCE

SPECIALITY ALLOYS BUSINESS

The Speciality Alloys business consists of TMS, the mining and beneficiation operation in Turkey, and EWW, the chromite concentrate processing plant in Germany. TMS supplies EWW with high quality chromite concentrate which produces speciality products including Specialised Low Carbon and Ultra Low Carbon Ferrochrome. Excess chrome ore from TMS is exported. As at 30 September 2012, the business had 428 (436) employees.

Production:

Tonnes Q3/12 Q3/11 Change Q1-Q3/12 Q1-Q3/11 Change FY/11
Mining* 19,066 21,958 -13.2% 56,049 62,588 -10.4% 82,154
Processing 5,166 5,247 -1.6% 19,390 19,337 0.3% 25,908

* Including both chromite concentrate and lumpy ore production

Production decreased to 24,231 (27,205) tonnes for the third quarter 2012, compared to the equivalent period in 2011. This was mainly due to a prolonged planned maintenance shutdown at EWW in July, following the Group's acquisition of the plant, to address some vital preventative work. Mining at TMS operated at normal levels.

EUR million Q3/12 Q3/11 Change Q1-Q3/12 Q1-Q3//11 Change FY/11
Revenue 17.9 21.9 -18.4% 61.4 63.2 -2.7% 83.6
EBITDA 1.8 2.0 -7.7% 9.5 10.5 -10.1% 13.8
EBITDA margin 10.1% 9.0% 15.4% 16.7% 16.5%
EBIT -2.8 -2.4 -3.7 -2.8 -3.8
EBIT margin -15.4% -11.2% -6.0% -4.4% -4.6%

Revenue for the third quarter decreased by 18.4% to EUR 17.9 (21.9) million and EBITDA decreased by 7.7% to EUR 1.8 (2.0) million compared to the equivalent period in 2011. The decrease in revenue was due to lower sales volumes. Even though sales prices increased slightly compared to same period in previous year, it was not enough to compensate for the reduced sales volumes.

FERROALLOYS BUSINESS

The FerroAlloys business consists of the Stellite mine, the alloy processing plant Mogale, the Mecklenburg mine development project in South Africa, and the Zimbabwean mine development project Waylox. The business produces chrome ore, Charge Chrome and Silico Manganese for sale to global markets. As at 30 September 2012, the business had 314 (353) employees.

Production:

Tonnes Q3/12 Q3/11 Change Q1-Q3/12 Q1-Q3/11 Change FY/11
Mining* 22,783 46,006 -50.5% 116,161 113,663 2.2% 159,455
Processing 15,404 13,189 16.8% 36,166 71,471 -49.4% 86,445

* Including both chromite concentrate and lumpy ore production

Overall production for the segment decreased 35.5% to 38,187 (59,195) tonnes in the third quarter and was unaffected by the labour unrest in South Africa. Production at the Stellite mine was down substantially compared to the equivalent period in 2011 in response to lower chrome ore prices and an oversupply in the global chrome ore market. Production at Mogale operated at normal levels outside the planned annual maintenance shutdown, which was driven by the increased electricity prices during the winter months in South Africa. Work also began on the Mecklenburg mine development project, which is scheduled to commence commissioning during Q4 2012.

EUR million Q3/12 Q3/11 Change Q1-Q3/12 Q1-Q3/11 Change FY/11
Revenue 10.2 20.5 -50.4% 44.7 58.6 -23.8% 75.4
EBITDA -2.2 -2.1 0.4 -2.0 -3.9
EBITDA margin -21.9% -10.3% 1.0% -3.4% -5.2%
EBIT -4.7 -4.6 -6.9 -9.6 -14.0
EBIT margin -46.5% -22.3% -15.5% -16.4% -18.6%

Revenue for the third quarter decreased to EUR 10.2 (20.5) million compared to the equivalent period in 2011, representing a decrease of 50.4%. The decrease in revenue was driven by the substantial decline in demand for both Charge Chrome and Silico Manganese and the Company decided to increase inventory levels rather than compromise margins and lower the sales prices. EBITDA for the third quarter decreased to EUR -2.2 (-2.1) million. Although sales prices were marginally higher than the previous quarter and the

equivalent period in 2011, this was not sufficient to compensate for the significant decrease in sales volumes.

UNALLOCATED ITEMS

For the third quarter of 2012, the EBITDA from unallocated items was EUR -1.4 (-2.3) million including a EUR 0.2 (0.2) million non-cash expense for the share-based payments.

LITIGATION

On 11 October Ruukki announced it had agreed to settle its dispute with the vendors (the "Vendors") of Mogale Alloys, which was acquired by Ruukki in May 2009. The key terms of the agreement, which will not have a material impact on the Company's 2012 financial results, include:

  • Ruukki will pay the Vendors an aggregate cash amount of ZAR 175 million (approximately EUR 15 million) and issue, in the aggregate, up to 16,000,000 new shares.
  • The Vendors will transfer their entire remaining shareholding in Mogale Alloys to Ruukki, whereby Ruukki's ownership will increase from 84.9% to 90.0%.

The share issue to the Vendors is conditional upon the receipt of South African Reserve Bank approval, which is expected to take up to 90 days. If this is not received, Ruukki has undertaken to procure that the shares are disposed of at fair value in accordance with the instructions of the Vendors and the resultant proceeds paid to the Vendors.

Once completed the arrangement will have the following impact on Ruukki's balance sheet:

  • Debt will decrease by approximately EUR 51 million
  • Cash will decrease by approximately EUR 15 million
  • Goodwill will decrease by approximately EUR 25 million
  • Other receivables will decrease by approximately EUR 4 million
  • Equity will increase by approximately EUR 6 million

CHANGES IN MANAGEMENT

On 16 August 2012 Ruukki announced that Mr. Philip Baum had resigned from his position as a non Executive Directors of the Board to pursue other interests.

COMPANY'S SHARE

Ruukki Group Plc's shares are listed on NASDAQ OMX Helsinki (RUG1V) and on the Main Market of the London Stock Exchange (RKKI).

On 30 September 2012, the registered number of Ruukki Group Plc shares was 248,432,000 (248,432,000) and the share capital was EUR 23,642,049.60 (23,642,049.60).

On 30 September 2012, the Company had 4,414,682 (4,814,682) own shares in treasury, which was equivalent to 1.78% (1.94%) of the issued share capital. The total amount of shares outstanding, excluding the treasury shares held by the Company on 30 September 2012, was 244,017,318 (243,617,318).

At the beginning of the period under review, the Company's share price was EUR 0.89 on NASDAQ OMX Helsinki and GBP 0.88 on the London Stock Exchange. At the end of the review period, the share price was EUR 0.48 and GBP 0.38 respectively. During the third quarter of 2012 the Company's share price on NASDAQ OMX Helsinki ranged from EUR 0.38 to 0.71 per share and the market capitalisation, as at 30 September 2012, was EUR 119.2 (1.1.2012: 221.1) million. For the same period on the London Stock Exchange the share price range was GBP 0.32 to 0.53 per share and the market capitalisation was GBP 94.4 (1.1.2012: 218.6) million, as at 30 September 2012.

Based on the resolution at the AGM on 10 May 2012, the Board is authorised to buy-back up to a maximum of 15,000,000 of its own shares. This authorisation is valid until 10 November 2013. The Company did not carry out any share buy-backs during the first nine months of 2012.

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

On 19 July 2012 Ruukki received a notification that Philip Baum, Non-executive Director, has sold 150,000 ordinary shares in the Company at the price of GBP 0.55 per share on 12 July 2012. The trades were made on the London Stock Exchange. Accordingly, Philip Baum holds now no shares in Ruukki Group Plc.

MOST SIGNIFICANT SHORT TERM RISKS AND UNCERTAINTIES, CHANGES DURING AND AFTER THE PERIOD UNDER REVIEW

The changes in the key risks and uncertainties are set out below. Further details of the risks and uncertainties have been published in the Group's 2011 Annual Report.

Ruukki´s financial performance is dependent on the general market conditions of the mining, smelting and minerals processing business. Global financial markets have been very volatile, exacerbated by the Eurozone crisis, and there is uncertainty as to how commodity prices will respond in 2012 and which could considerably impact the Company's revenue and financial performance in 2012.

Changes in foreign exchange rates, if adverse, could have a substantial negative impact on the Group's profitability, in particular changes in US Dollar/South African Rand. In order to better manage its foreign exchange US Dollar/South African Rand exposure, the Group has entered into forward contract arrangements.

Ruukki's processing operations in Germany and South Africa are intensive users of energy, primarily electricity. Fuel and energy prices globally have been characterised by volatility and cost inflation. In South Africa the majority of the electricity supply, price and availability are controlled by one entity, Eskom. Increased electricity prices and/or reduced or uncertain electricity supply or allocation may negatively impact Ruukki's current operations, which could have an impact on the Group's financial performance.

2012 OUTLOOK

The global economic outlook for the coming quarter is uncertain as the Eurozone crisis continues and demand for commodities remains weak. After a period of very high fluctuations on the ferroalloy market it is now expected to be less volatile going forward but with prices continuing at relatively low levels. The market for higher value speciality products is expected to be more positive and the Group will continue to optimise its production levels and product mix accordingly.

The Board has updated the outlook for the Company's financial performance for 2012. Ruukki still expects its financial performance for the full year 2012 to be better than in 2011 because of more stable market conditions, improved cost efficiency across the operations, and favourable exchange rates. Based on the view that prices of the Company's main products will slightly improve in the mid-term, a decision has been taken to focus on disciplined pricing of products. This is expected to result in an increase in finished goods inventory levels, and will thereby have a negative impact on revenues in the last quarter of 2012. Therefore, Ruukki now expects revenue for the full year 2012 to be lower than in 2011.

Fluctuations of exchange rates between the Euro, the South African Rand, the Turkish Lira and the US Dollar can significantly impact the Company's financial performance.

The previous outlook, published in the second quarter interim results on 16 August 2012, was:

The global economic outlook for 2012 is uncertain as the Eurozone crisis continues and demand for commodities, primarily driven by Chinese consumption, remains weak. After a period of very high fluctuations on the ferroalloy market it is now expected to be less volatile going forward. The Group remains prepared for price fluctuations and will continue to adapt its production levels and product mix accordingly. The market for speciality alloy products is estimated to be more stable, although some uncertainty remains.

Ruukki expects its revenue for the full year 2012 to be in line with 2011 and the Company's financial performance for the full year 2012 to be better than 2011 because of more stable market conditions, improved cost efficiency across the operations and favourable exchange rates. Due to the seasonal nature of the business, the Company's performance for Q3 2012 is not expected to be as positive as Q2 2012.

Fluctuations of exchange rates between the Euro, the South African Rand, the Turkish Lira and the US Dollar can significantly impact the Company's financial performance.

EVENTS AFTER THE REVIEW PERIOD

On 11 October Ruukki announced it had agreed to settle its dispute with the vendors of Mogale Alloys, which was acquired by Ruukki in May 2009. The key terms of the agreement, which will not have a material impact on the Company's 2012 financial results, include:

  • Ruukki will pay the Vendors an aggregate cash amount of ZAR 175 million (approximately EUR 15 million) and issue, in the aggregate, up to 16,000,000 new shares.
  • The Vendors will transfer their entire remaining shareholding in Mogale Alloys to Ruukki, whereby Ruukki's ownership will increase from 84.9% to 90.0%.

The share issue to the Vendors is conditional upon the receipt of South African Reserve Bank approval, which is expected to take up to 90 days. If this is not received, Ruukki has undertaken to procure that the shares are disposed of at fair value in accordance with the instructions of the Vendors and the resultant proceeds paid to the Vendors.

Once completed the arrangement will have the following impact on Ruukki's balance sheet:

  • Debt will decrease by approximately EUR 51 million
  • Cash will decrease by approximately EUR 15 million
  • Goodwill will decrease by approximately EUR 25 million
  • Other receivables will decrease by approximately EUR 4 million
  • Equity will increase by approximately EUR 6 million

Helsinki, 6 November 2012

RUUKKI GROUP PLC

BOARD OF DIRECTORS

FINANCIAL REPORTING IN 2013

Closed period Reporting date
Full Year Results 2012 1.1.-14.2.2013 14 February 2013
Q1 Interim Report 2013 8.4.-8.5.2013 8 May 2013
Q2 Interim Report 2013 16.7.-15.8.2013 15 August 2013
Q3 Interim Report 2013 9.10.-8.11.2013 8 November 2013

FINANCIAL TABLES

FINANCIAL DEVELOPMENT AND ASSETS AND LIABILITIES BY SEGMENT

Q1-Q3/12
9 months
EUR '000
Speciality
Alloys
Ferro
Alloys
Unallocated
items
Eliminations Continuing
operations
total
Revenue 61,438 44,657 628 -600 106,123
EBITDA 9,484 440 -5,067 17 4,874
EBIT -3,673 -6,918 -5,098 17 -15,672
Segment's assets 162,826 198,984 24,305 -7,004 379,111
Segment's liabilities 41,646 108,797 6,132 -6,011 150,564
Q1-Q3/11 Speciality Ferro Unallocated Eliminations Continuing
9 months Alloys Alloys items operations
EUR '000 total
Revenue 63,160 58,608 522 -522 121,768
EBITDA 10,549 -2,003 -6,070 1 2,476
EBIT -2,775 -9,621 -6,111 1 -18,507
Segment's assets 188,393 206,232 71,795 -15,755 450,665
Segment's liabilities 61,069 114,036 47,719 -13,439 209,385
FY/11 Speciality Ferro Unallocated Eliminations Continuing
12 months Alloys Alloys items operations
EUR '000 total
Revenue 83,637 75,448 698 -696 159,087
EBITDA 13,811 -3,886 -8,529 7 1,404
EBIT -3,837 -14,038 -8,596 7 -26,464
Segment's assets 171,511 219,205 49,226 -18,135 421,807

Segment's liabilities 56,168 116,760 25,501 -16,779 181,649

CONSOLIDATED INCOME STATEMENT, SUMMARY

Q1- Q1-
EUR '000 Q3/12 Q3/11 Q3/12 Q3/11 FY/11
Continuing operations
Revenue
28,077 42,432 106,123 121,768 159,087
Other operating income 445 267 9,263 902 1,173
Operating expenses -30,343 -45,419 -110,518 -120,461 -159,128
Depreciation and amortisation -7,095 -6,891 -20,546 -20,982 -27,853
Impairment 0 0 0 0 -15
Items related to associates (core) 1 61 6 267 272
Operating profit -8,915 -9,550 -15,672 -18,507 -26,464
Financial income and expense -386 1,120 1,274 106 830
Items related to associates (non-core) 0 0 0 196 196
Profit before tax -9,301 -8,430 -14,398 -18,205 -25,439
Income tax 3,150 1,930 3,908 4,725 7,081
Profit for the period from continuing
operations -6,151 -6,499 -10,489 -13,480 -18,358
Discontinued operations
Profit for the period from
discontinued operations 0 -207 0 46,917 41,086
Profit for the period -6,151 -6,707 -10,489 33,437 22,729
Profit attributable to:
Owners of the parent -5,574 -6,162 -8,919 33,741 23,664
Non-controlling interests -577 -545 -1,570 -304 -935
Total -6,151 -6,707 -10,489 33,437 22,729
basic (EUR), Group total -0.02 -0.03 -0.04 0.14 0.10
diluted (EUR), Group total -0.02 -0.03 -0.04 0.12 0.09
basic (EUR), continuing operations -0.02 -0.02 -0.04 -0.05 -0.07
diluted (EUR), continuing operations -0.02 -0.02 -0.04 -0.05 -0.07

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

EUR '000 Q3/12 Q3/11 Q1-
Q3/12
Q1-
Q3/11
FY/11
Profit for the period -6,151 -6,707 -10,489 33,437 22,729
Other comprehensive income
Exchange differences on
translating foreign operations -3,189 -4,976 -2,640 -15,495 -13,785
Income tax relating to other
comprehensive income 330 1,117 691 6,553 6,640
Other comprehensive income, net of tax -2,859 -3,859 -1,949 -8,941 -7,145
Total comprehensive income for the period -9,010 -10,566 -12,438 24,496 15,583
Total comprehensive income attributable to:
Owners of the parent -8,108 -8,796 -10,679 27,487 18,738
Non-controlling interests -903 -1,770 -1,759 -2,991 -3,154

CONSOLIDATED STATEMENT OF FINANCIAL POSITION, SUMMARY

EUR '000 30.9.2012 30.9.2011 31.12.2011
ASSETS
Non-current assets
Investments and intangible assets
Goodwill 100,191 113,829 96,269
Investments in associates 77 63 77
Other intangible assets 50,817 68,731 65,215
Investments and intangible assets total 151,086 182,623 161,561
Property, plant and equipment 69,428 70,318 71,902
Other non-current assets 43,689 44,202 47,840
Non-current assets total 264,203 297,142 281,303
Current assets
Inventories 45,527 44,605 44,011
Receivables 29,021 34,713 30,616
Cash and cash equivalents 40,361 34,205 65,878
Bank deposits 0 40,000 0
Liquid funds total 40,361 74,205 65,878
Current assets total 114,909 153,522 140,504
Assets held for sale 0 7,239 0
Assets held for sale total 0 7,239 0
Total assets 379,111 457,904 421,807
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Share capital 23,642 23,642 23,642
Share premium reserve 25,740 25,740 25,740
Paid-up unrestricted equity reserve 245,128 245,128 245,128
Translation reserves 7,236 7,668 8,995
Retained earnings -83,141 -68,173 -77,695
Equity attributable to owners of the parent 218,605 234,005 225,811
Non-controlling interests 9,942 14,514 14,348
Total equity 228,547 248,519 240,158
Liabilities
Non-current liabilities
Deferred tax liabilities 26,224 32,882 33,506
Provisions 16,629 15,549 15,700
Pension liabilities 11,010 10,813 10,838
Financial liabilities 68,693 112,687 90,281
Non-current liabilities total 122,555 171,931 150,326
Current liabilities
Advances received 195 350 550
Other current liabilities 27,814 37,104 30,773
Current liabilities total 28,009 37,454 31,323
Total liabilities 150,564 209,385 181,649
Total equity and liabilities 379,111 457,904 421,807

SUMMARY OF CASH, INTEREST-BEARING RECEIVABLES AND INTEREST-BEARING LIABILITIES

EUR '000 30.9.2012 30.9.2011 31.12.2011
Liquid funds 40,361 74,205 65,878
Interest-bearing receivables
Current 3,081 420 1,124
Non-current 33,807 31,778 33,896
Interest-bearing receivables 36,888 32,198 35,021
Interest-bearing liabilities
Current 894 7,628 1 109
Non-current 68,639 82,368 84 334
Interest-bearing liabilities 69,534 89,996 85,443
NET TOTAL 7,715 16,407 15,455

SUMMARY OF GROUP'S PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

EUR '000 Property,
plant and
equipment
Intangible
assets
Acquisition cost 1.1.2012 126,721 300,481
Additions 3,436 8,840
Disposals * -388 -1,706
Reclass between items 48 377
Effect of movements in exchange rates -2,147 -18,155
Acquisition cost 30.9.2012 127,670 289,838
Acquisition cost 1.1.2011 132,715 354,221
Additions 4,231 420
Disposals * -524 -21,574
Transfer to assets held for sale -353 1
Reclass between items 5,940 -1,076
Effect of movements in exchange rates -15,288 -31,511
Acquisition cost 31.12.2011 126,721 300,481

* Including changes in earn-out liabilities

CONSOLIDATED STATEMENT OF CASH FLOWS, SUMMARY

EUR '000 Q1-Q3/12 Q1-Q3/11 FY/11
Profit for the period -10,489 33,437 22,729
Adjustments to profit for the period 15,397 -25,231 -21,584
Changes in working capital 7,446 -17,998 -11,799
Discontinued operations -370 2,340 8,241
Net cash from operating activities 11,983 -7,452 -2,412
Acquisition of subsidiaries and associates,
net of cash acquired
-25,081 -500 -500
Acquisition of joint ventures, net of cash
acquired
0 -1,592 -1,598
Disposal of subsidiaries and associates,
net of cash sold
0 83,276 83,276
Capital expenditure and other investing
activities
-3,990 -3,134 -4,147
Proceeds from repayments of loans and
loans given
-3,042 -2,889 -7,122
Discontinued operations 0 -77 -77
Net cash from investing activities -32,113 75,085 69,832
Capital redemption 0 -9,617 -9,617
Dividends paid to non-controlling interests 0 -86 -84
Proceeds from borrowings 54 11,139 10,004
Repayment of borrowings, and other
financing activities
-5,329 -13,215 -20,148
Discontinued operations 0 -339 -339
Net cash used in financing activities -5,275 -12,118 -20,184
Net increase in cash and cash equivalents -25,405 55,515 47,236

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

  • A = Share capital
  • B = Share premium reserve
  • C = Fair value and revaluation reserves
  • D = Paid-up unrestricted equity reserve
  • E = Translation reserve
  • F = Retained earnings
  • G = Equity attributable to owners of the parent, total
  • H = Non-controlling interests

I = Total equity

EUR '000 A B C D E F G H I
Equity at 31.12.2010 23 642 25 740 2 193 250 849 13 921 -104 772 211 574 24 781 236 355
Dividend distribution 0 -627 -627
Total comprehensive -6 254 33 741 27 487 -2 991 24 496
income 1-9/2011
Share-based payments 666 666 666
Share subscriptions 3 895 3 895 3 895
based on option rights
Capital redemption -9 617 -9 617 -9 617
Acquisitions and -2 193 2 193 0 -6 649 -6 649
disposals of subsidiaries
Equity at 30.9.2011 23 642 25 740 0 245 128 7 668 -68 173 234 005 14 514 248 519
Dividend distribution 0 -3 -3
Total comprehensive 1 328 -10 077 -8 749 -163 -8 912
income 10-12/2011
Share-based payments 555 555 555
Equity at 31.12.2011 23 642 25 740 0 245 128 8 995 -77 695 225 811 14 348 240 158
Total comprehensive -1 760 -8 919 -10 679 -1 759 -12 438
income 1-9/2012
Share-based payments 689 689 3 692
Acquisitions and 2 784 2 784 -2 649 135
disposals of subsidiaries
Equity at 30.9.2012 23 642 25 740 0 245 128 7 236 -83 141 218 605 9 942 228 547

RELATED PARTY TRANSACTIONS DURING THE REVIEW PERIOD

During the nine month period ended on 30 September 2012 the Group sold goods and rendered services to related parties and joint ventures worth EUR 0.3 (4.2) million. The Group also made raw material purchases from a joint venture amounting to EUR 1.8 (0.7) million and accrued interest on loans from a related party and other financing expenses amounting to EUR 0.3 (0.6) million. Interest income from a joint venture company totalled EUR 0.8 (0.4) million during the first three quarters of 2012.

On 30 September the Group had loans and other receivables from joint venture companies totalling EUR 20.2 (16.6) million and loan and interest receivables from a related party amounting to EUR 10.0 (10.1) million. The Group's loans from a related party amounted to EUR 0.0 (6.4) million and the Group's joint venture's loans from a related party to EUR 11.3 (11.0) million. The Group's trade and other payables to joint venture companies totalled EUR 0.2 (0.0) million.

FINANCIAL INDICATORS

Q1-Q3/12 Q1-Q3/11 FY/11
Return on equity, % p.a. -6.0% 18.4% 9.5%
Return on capital employed, % p.a. -4.7% 13.6% 7.0%
Equity ratio, % 60.3% 54.3% 57.0%
Gearing, % 12.8% 6.4% 8.1%
Personnel at the end of the period 752 799 797

EXCHANGE RATES

The balance sheet date rate is based on exchange rate published by the European Central Bank for the closing date. The average exchange rate is calculated as an average of daily rates from the European Central Bank during the year.

The key exchange rates applied in the accounts:

Average rates

Q1-Q3/12 Q1-Q3/11 FY/11
TRY 2.3090 2.2920 2.3378
USD 1.2808 1.4065 1.3920
ZAR 10.3092 9.8238 10.097

Balance sheet rates

30.9.2012 30.9.2011 31.12.2011
TRY 2.3203 2.5100 2.4432
USD 1.2930 1.3503 1.2939
ZAR 10.7125 10.9085 10.4830

FORMULAS FOR FINANCIAL INDICATORS

Financial ratios and indicators have been calculated with the same principles as applied in the 2011 financial statements. These principles are presented below.

Return on equity, % = Profit for the period / Total equity (average for the period) * 100

Return on capital employed, % = (Profit before taxes + financing expenses) / (Total assets - interest-free liabilities) average * 100

Equity ratio, % = Total equity / (Total assets - prepayments received) * 100

Gearing, % = (Interest-bearing debt - liquid funds) / Total equity * 100

Net interest-bearing debt = Interest-bearing debt - liquid funds

Earnings per share, basic, EUR = Profit attributable to owners of the parent company / Average number of shares during the period

Earnings per share, diluted, EUR = Profit attributable to owners of the parent company / Average number of shares during the period, diluted

Operating profit (EBIT) = Operating profit is the net of revenue plus other operating income, plus gain/loss on finished goods inventory change, minus employee benefits expense, minus depreciation, amortisation and impairment and minus other operating expense. Foreign exchange gains or losses are included in operating profit when generated from ordinary activities. Exchange gains or losses related to financing activities are recognised as financial income or expense.

Earnings before interest, taxes, depreciation and amortisation (EBITDA) = Operating profit + depreciation + amortisation + impairment losses

ACCOUNTING POLICIES

This Interim Report is prepared in accordance with the IAS 34 standard. Ruukki Group Plc applies the same accounting and IFRS principles as in the 2011 financial statements.

The preparation of the Interim Report in accordance with IFRS requires management to make estimates and assumptions that affect the valuation of the reported assets and liabilities and other information, such as contingent liabilities and the recognition of income and expenses in the income statement. Although the estimates are based on the management's best knowledge of current events and actions, actual results may differ from the estimates.

The figures in the tables have been rounded off, which must be considered when calculating totals. Average exchange rates for the period have been used for income statement conversions, and period-end exchange rates for balance sheet.

The Interim Report data are unaudited.

Share-related key figures

Q3/12 Q3/11 Q1-Q3/12 Q1-Q3/11 FY/11
Share price
development in London
Stock Exchange
Average share price* EUR 0.48 1.24 0.55 1.65 1.50
GBP 0.38 1.09 0.45 1.44 1.30
Lowest share price* EUR 0.40 0.96 0.39 0.96 0.96
GBP 0.32 0.84 0.32 0.84 0.83
Highest share price* EUR 0.67 1.52 1.06 1.84 1.84
GBP 0.53 1.33 0.86 1.60 1.60
Share price at the end of
the period** EUR 0.48 0.98 0.48 0.98 1.05
GBP 0.38 0.85 0.38 0.85 0.88
Market capitalisation at EUR
the end of the period** million 118.3 243.7 118.3 243.7 261.7
GBP
million 94.4 211.2 94.4 211.2 218.6
Share trading
development
thousand
Share turnover shares 187 24 243 117 151
EUR
Share turnover thousand 90 30 133 193 227
GBP
Share turnover thousand 71 26 108 168 197
Share turnover % 0.1% 0.0% 0.1% 0.0% 0.1%
Share price
development in
NASDAQ OMX Helsinki
Average share price EUR 0.50 1.04 0.75 1.45 1.33
Lowest share price EUR 0.38 0.81 0.38 0.81 0.81
Highest share price EUR 0.71 1.61 1.02 2.03 2.03
Share price at the end of
the period EUR 0.48 0.98 0.48 0.98 0.89
Market capitalisation at EUR
the end of the period million 119.2 243.5 119.2 243.5 221.1
Share trading
development
thousand
Share turnover shares 1,553 3,039 4,191 8,746 11,344
EUR
Share turnover thousand 781 3,150 3,149 12,684 15,138
Share turnover % 0.6% 1.2% 1.7% 3.5% 4.6%

* Share prices have been calculated on the average EUR/GBP exchange rate published by Bank of Finland.

** Share price and market capitalisation at the end of the period have been calculated on the EUR/GBP exchange rate published by Bank of Finland at the end of the period.

Formulas for share-related key indicators

Average share price = Total value of shares traded in currency / Number of shares traded during the period

Market capitalisation, million = Number of shares * Share price at the end of the period

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. By their nature, forward-looking statements involve uncertainty because they depend on future circumstances, and relate to events, not all of which are within the Company's control or can be predicted by the Company.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Actual results could differ materially from those set out in the forward-looking statements. Save as required by law (including the Finnish Securities Markets Acts (495/1989), as amended, or by the Listing Rules or the Disclosure and Transparency Rules of the UK Financial Services Authority), the Company undertakes no obligation to update any forward-looking statements in this report that may occur due to any changes in the Directors' expectations or to reflect events or circumstances after the date of this report.

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