Metsä Board Corporation Stock Exchange Release 14 September 2017 at 11:15 am 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 OFFERING OF THE NEW NOTES (AS DEFINED BELOW), THE TENDER OFFER (AS DEFINED BELOW) OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Metsä Board Corporation (the “Company”) is considering the issuance of new euro denominated fixed rate notes (the “New Notes”). The issue is expected to take place in the near future subject to market conditions. The target size of the issue is minimum EUR 200 million.
At the same time the Company announces a cash tender offer for its EUR 225 million 4.00 per cent notes due 13 March 2019 (ISIN: FI4000085550) (the “2019 Notes”) based on the terms and conditions set out in the Tender Offer Memorandum dated 14 September 2017 (the “Tender Offer”). Pursuant to the Tender Offer, the Company offers to purchase any and all of the 2019 Notes, although the Company reserves the right, in its sole discretion, not to accept any of the 2019 Notes for purchase.
Whether the Company will purchase any 2019 Notes validly tendered is subject to, without limitation, the pricing of the New Notes. The purchase price per EUR 1,000.00 in principal amount of the 2019 Notes will be determined as provided in the Tender Offer by reference to a fixed purchase yield of -0.25 per cent1. Accrued and unpaid interest will be paid in respect of all 2019 Notes validly tendered and delivered and accepted for purchase.
The Offer Period closes at 4:00 p.m. Finnish time (EEST) on 25 September 2017. The final Tender Offer results will be announced on or about 26 September 2017. The settlement date of the Tender Offer is conditional to the completion of the issue of the New Notes, which is expected to occur on or about 29 September 2017 and no later than 6 October 2017.
With the issue of the New Notes and the Tender Offer the Company manages upcoming debt repayments and secures financing for general corporate purposes.
Danske Bank A/S and Skandinaviska Enskilda Banken AB (publ) act as Dealer Managers, and Skandinaviska 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.
Danske Bank A/S and Skandinaviska Enskilda Banken AB (publ) act as Joint Lead Managers for the issue of the New Notes.
Dealer Managers:
Danske Bank A/S, +45 45 14 67 24, liabilitymanagement@danskebank.dk
Skandinaviska Enskilda Banken AB (publ), +46 8 506 230 27, LiabilityManagement@seb.se
Tender Agent:
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch
[1] For information purposes only, the purchase price in respect of the 2019 Notes will, when determined in the manner described in the Tender Offer Memorandum on the basis of a settlement date of 29 September 2017, be 106.191 per cent. Should the settlement date of any 2019 Notes accepted for purchase pursuant to the Tender Offer differ from 29 September 2017, the purchase price will be recalculated, all as further described in the Tender Offer Memorandum.
Additional information:
Jussi Noponen, Chief Financial Officer, tel. +358 10 465 4913
Katri Sundström, VP, Investor Relations, puh. +358 400 976 333
METSÄ BOARD CORPORATION
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any holder of 2019 Notes is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose 2019 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such 2019 Notes pursuant to the Tender Offer. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether holders should tender 2019 Notes pursuant to the Offer.
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, nor shall there be any sale of, the New Notes 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.
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 except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This communication does not constitute an offer of New Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Notes. 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 "Order"), (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 addition, 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.