Final results of Metsä Board’s share offering
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 30 March 2015 at 3 pm EET
The Board of Directors of Metsä Board Corporation (the “Company”) has today decided to approve the subscriptions made in its share offering that expired on 23 March 2015.
According to the final results of the share offering, a total of 38,227,779 Company's Series B shares were subscribed for in the Company’s share offering, representing 139.8 percent of the 27,347,134 Series B shares offered (the “Offered Shares”). A total of 26,973,782 Series B-shares were subscribed for pursuant to primary subscription rights, representing 98.6 percent of all the Offered Shares, and a total of 11,253,997 Series B shares were subscribed for pursuant to secondary subscription rights, representing 41.2 percent of all the Offered Shares. Of the Offered Shares subscribed for pursuant to secondary subscription rights, 373,352 Series B shares have been allocated to subscribers in proportion to the number of subscription rights exercised by them in accordance with the primary subscription right.
The subscription price was EUR 3.66 per Offered Share and the Company raised net proceeds of approximately EUR 98 million through the share offering. As a result of the share offering, the total number of shares in the Company will increase to 355,512,746. The Offered Shares will carry all ordinary shareholder rights in the Company, including the right to receive dividends and other distributions of funds, if any, as of the registration of the Offered Shares with the Finnish Trade Register, on or about 31 March 2015. The record date for the 2014 dividend distribution was 27 March 2015 and the dividend is expected to be paid on or about 8 April 2015. Thus, the Offered Shares do not entitle to the dividend for the financial year 2014.
Trading in interim shares (ISIN code: FI4000148457), representing the Offered Shares subscribed for pursuant to primary subscription rights commenced on 24 March 2015. The interim shares will be combined with the Company’s ordinary Series B shares (ISIN code: FI0009000665) when the Offered Shares have been registered with the Finnish trade register, on or about 31 March 2015. Trading of the Offered Shares will commence on the official list of NASDAQ OMX Helsinki Ltd on or about 1 April 2015. The allocated Offered Shares subscribed for pursuant to secondary subscription rights will be recorded on the subscriber’s book-entry account directly as ordinary shares on or about 1 April 2015.
Allocations of subscriptions for Offered Shares subscribed for pursuant to secondary subscription rights will be confirmed by mail to each subscriber individually. The subscription price paid for the unallocated Offered Shares will be refunded to subscribers at latest on or about 7 April 2015.
METSÄ BOARD CORPORATION
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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.