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 3 March 2015 at 10.45 am EET
The Board of Directors of Metsä Board Corporation (“Metsä Board” or the “Company”) decided on February 26, 2015 to launch a share offering amounting to approximately EUR 100 million whereby Metsä Board 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 (the “Offering”). The proceeds from the Offering will be used to finance the final steps of the Company’s transformation plan announced on December 10, 2014.
The Finnish Financial Supervisory Authority has on March 2, 2015 approved the Finnish language prospectus relating to the Offering (the “Prospectus”). An English language translation of the Prospectus together with a Swedish language translation of the summary is notified to the Swedish Financial Supervisory Authority (Finansinspektionen) to be used in Sweden (the “the Prospectus Notified in Sweden”). The subscription period for the New Shares will commence on March 5, 2015 and expire on March 23, 2015 at 8:00 p.m. (Finnish time). The subscription price is EUR 3.66 per each New Share. The subscription rights are freely transferable and will be subject to public trading on NASDAQ OMX Helsinki Ltd. between March 5, 2015 and March 17, 2015.
The Prospectus and the Prospectus Notified in Sweden are available as of March 3, 2015 at the website of the Company at www.metsaboard.com. In addition, the Prospectus is available as a paper copy on or about 4 March 2015 at the offices of the Company at Revontulenpuisto 2, FI-02100 Espoo, Finland, as well as at the service point of the Helsinki Stock Exchange at Fabianinkatu 14, FI-00100 Helsinki, Finland. In addition, the Prospectus and the Prospectus Notified in Sweden are available as of March 3, 2015 until the listing of the New Shares on the Helsinki Stock Exchange on or about April 1, 2015 at the website www.nordea.fi/osakkeet. Access to the Prospectus Notified in Sweden to other than Finnish and Swedish shareholders and other investors is subject to certain regulatory restrictions.
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.