** NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW **
Metsä Board Corporation Stock Exchange Release 26 February 2015 at 2:45 pm
The Offering in brief
- Metsä Board Corporation (“Metsä Board” or the “Company”) is offering its shareholders a maximum of 27,347,134 new Series B shares (the “New Shares”) in proportion to their holding of existing Series A and/or Series B shares in the Company at a subscription price of EUR 3.66 per each New Share (the “Offering”).
- Gross proceeds of approximately EUR 100 million received from the Offering will be used to finance the final steps of the Company’s transformation plan.
- The Company grants each of its shareholders one (1) subscription right (the “Subscription Right”) for every Series A and/or Series B share they own on the record date of the Offering on March 2, 2015 (the ”Record Date”). The Company’s shares will trade ex-rights as from February 27, 2015.
- Subscription period begins on March 5, 2015 and ends on March 23, 2015.
- Trading in Subscription Rights begins on March 5, 2015 and ends on March 17, 2015.
- Metsäliitto Cooperative has, together with its subsidiary, irrevocably undertaken to subscribe for New Shares to be issued in the Offering in proportion to their current holdings in the Company.
The Board of Directors of Metsä Board has today decided to launch the Offering amounting to approximately EUR 100 million based on the authorization granted by the Annual General Meeting on March 28, 2012. The aggregate net proceeds to the Company from the Offering, after deduction of the fees and expenses payable by the Company, will be approximately EUR 98 million provided that the Offering is subscribed for in full. The proceeds from the Offering will be used to finance the final steps of the Company’s transformation plan announced on December 10, 2014.
Shares will trade ex-rights as from February 27, 2015. The subscription period will commence on March 5, 2015 and expire on March 23, 2015. The subscription price is EUR 3.66 per each New Share. Each shareholder of the Company will receive one (1) Subscription Right for every Series A and/or B shares they hold on the Record Date, March 2, 2015. Every 12 Subscription Rights will entitle their holder to subscribe for one (1) New Share (the “Primary Subscription Right”). In addition, a shareholder of the Company or other investor, who has subscribed for New Shares by virtue of the Primary Subscription Right, is entitled to subscribe without rights for New Shares not subscribed for by virtue of the Primary Subscription Right. No fractions of New Shares will be allotted. The Subscription Rights are subject to public trading on NASDAQ OMX Helsinki Ltd (the “Helsinki Stock Exchange”) between March 5, 2015 and March 17, 2015.
Metsä Board will offer for subscription a maximum of 27,347,134 new Series B shares. The New Shares to be issued in the Offering represent a maximum of approximately 8.3 percent of the total number of Series A and Series B shares and approximately 2.7 percent of the voting rights in the Company prior to the Offering and a maximum of approximately 7.7 percent of the total number of Series A and Series B shares and approximately 2.6 percent of the voting rights in the Company after the Offering.
The largest shareholder of the Company, Metsäliitto Cooperative, together with its subsidiary, jointly owning approximately 42.5 percent of the shares and controlling approximately 62.3 percent of the voting rights in the Company, has irrevocably undertaken to subscribe for New Shares to be issued in the Offering in proportion to their current holdings in the Company.
The New Shares subscribed for in the Offering do not entitle to the proposed dividend for the financial year 2014 as the record date for the 2014 dividend distribution, 27 March 2015, is prior to the registration of the New Shares with the Finnish Trade Register (on or about 31 March, 2015). The New Shares entitle their holders to full shareholder rights in the Company as of the registration of the New Shares with the Finnish Trade Register.
The Company will announce the final result of the Offering on or about March 30, 2015. The detailed terms and conditions of the Offering are attached to this stock exchange release.
In relation to the Offering, Metsä Board has submitted a Finnish language offering circular for the approval of the Finnish Financial Supervisory Authority, and such offering circular is expected to be published on or about March 3, 2015. The Finnish language offering circular will be available on Metsä Board’s website www.metsaboard.com/investors/share-offering on or about March 3, 2015 and at the branch offices of Nordea Bank Finland Plc in Finland and at the Helsinki Stock Exchange on the week starting March 2, 2015.
Important dates
| · Board decision on the terms and conditions of the Offering | February 26, 2015 |
| · Ex-rights date | February 27, 2015 |
| · Record Date | March 2, 2015 |
| · Offering circular publication (on or about) | March 3, 2015 |
| · Subscription period and trading in Subscription Rights begin | March 5, 2015 |
| · Trading in Subscription Rights ends | March 17, 2015 |
| · Subscription period ends | March 23, 2015 |
| · Trading in interim shares representing New Shares begins | March 24, 2015 |
| · Preliminary result of the Offering announced (or or about) | March 25, 2015 |
| · Final result of the Offering announced (on or about) | March 30, 2015 |
| · New Shares registered with the Trade Register (on or about) | March 31, 2015 |
| · Trading in New Shares begins (on or about) | April 1, 2015 |
Nordea Bank Finland Plc will act as the global coordinator of the Offering. Roschier, Attorneys Ltd acts as the legal counsel for the Company in connection with the Offering.
APPENDIX: Terms and conditions of the Offering
METSÄ BOARD CORPORATION
Further information:
Markus Holm, CFO, tel. +358 10 465 4913
Juha Laine, VP, Investor Relations and Communications, tel. +358 10 465 4335
Disclaimer
The Subscription Rights and the New Shares offered by Metsä Board Corporation will not be and have not been registered under the U.S. Securities Act of 1933 (“Securities Act”), or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act and in compliance with the applicable securities laws of any state or other jurisdiction of the United States. The Subscription Rights and the New Shares offered by Metsä Board Corporation will not be offered in the United States, Australia, Canada, Hong Kong, Japan, Singapore or South Africa or any other jurisdiction in which it would not be permissible to honour the exercise of the Subscription Rights or make an offer of the Subscription Rights or New Shares. This company announcement does not constitute an offer of or an invitation by or on behalf of, Metsä Board Corporation, or any other person, to subscribe for or purchase, any securities.
The issue, exercise and/or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Nordea Bank Finland Plc assume no responsibility in the event there is a violation by any person of such restrictions. Nordea Bank Finland Plc is acting exclusively for the Company and no one else in connection with the share issue and will not regard any other person (whether or not a recipient of this presentation) as its client in relation thereto and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for giving advice in relation to the share issue or any arrangement referred to herein.
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. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland and Sweden. With respect to each Member State of the European Economic Area other than Finland and Sweden and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who 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 (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
