Metsä Board Corporation Stock Exchange Release 26 September 2017 at 12.30 pm EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Metsä Board Corporation (the “Company”) announces the final results of the invitation to the holders of its EUR 225 million 4.000 per cent notes due 13 March 2019 (ISIN: FI4000085550) (the “2019 Notes”) to ten-der the 2019 Notes for cash on the terms and conditions set out in the Tender Offer Memorandum dated 14 September 2017 (the “Tender Offer”).
The aggregate nominal amount of the 2019 Notes validly tendered by the noteholders for purchase pursu-ant to the Tender Offer was EUR 157,731,000.00.
The acceptance for purchase of any 2019 Notes by the Company has been subject to, without limitation, the pricing of the issue of new notes as announced on 14 September 2017 (the ”New Notes”) (the “New Issue Condition”). The Company announces that the New Issue Condition has been fulfilled and accordingly, pursuant to the terms and conditions of the Tender Offer Memorandum, any and all 2019 Notes validly tendered by the noteholders for purchase will be accepted in full.
The purchase price of the 2019 Notes is EUR 1,061.91 per EUR 1,000.00 in nominal amount of the 2019 Notes. The Company will also pay accrued and unpaid interest on the 2019 Notes accepted for purchase in the Tender Offer.
The settlement date for the Tender Offer is set to 29 September 2017. All of the 2019 Notes purchased by the Company will be cancelled. The 2019 Notes not tendered pursuant to the Tender Offer will remain out-standing.
Danske Bank A/S and Skandinaviska Enskilda Banken AB (publ) act as Dealer Managers, and Skandina-viska Enskilda Banken AB (publ) Helsinki Branch acts as a Tender Agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from the Dealer Managers.
Dealer Managers: Danske Bank A/S, +45 45 14 67 24, liabilitymanagement@danskebank.dk Skandinaviska Enskilda Banken AB (publ), +46 8 506 230 09, LiabilityManagement@seb.se
Tender Agent: Skandinaviska Enskilda Banken AB (publ) Helsinki Branch
Additional information: Jussi Noponen, CFO, tel +358 10 465 4913 Katri Sundström, VP, Investor Relations, tel +358 400 976 333
METSÄ BOARD CORPORATION
Metsä Board is a leading European producer of premium fresh fibre paperboards including folding box-boards, food service boards and white kraftliners. Our lightweight paperboards are developed to provide better, safer and more sustainable solutions for consumer goods as well as retail-ready and food service applications. We work together with our customers on a global scale to innovate solutions for better con-sumer experiences with less environmental impact. The pure fresh fibres Metsä Board uses are a renewa-ble resource, traceable to origin in sustainably managed northern forests.
The global sales network of Metsä Board supports customers worldwide, including brand owners, retailers, converters and merchants. In 2016, the company’s sales totalled EUR 1.7 billion, and it has approximately 2,500 employees. Metsä Board, part of Metsä Group, is listed on the Nasdaq Helsinki.
Important Information
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy or sell, nor shall there be any sale in any jurisdiction in which such offer, solic-itation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This communication does not constitute an offer of securities for sale in the United States. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons ex-cept pursuant to an applicable exemption from, or in a transaction not subject to, the registration require-ments of the Securities Act.
This communication does not constitute an offer of securities to the public in the United Kingdom. No pro-spectus has been or will be approved in the United Kingdom in respect of any issue of securities by the company. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (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 "Or-der"), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). In addi-tion, this communication is, in any event only directed at persons who are "qualified investors" pursuant to the Prospectus Directive (2003/71/EC, as amended). 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.
