Preliminary results of Metsä Board’s EUR 100 million 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 25 March 2015 at 11.30 am EET
Metsä Board Corporation’s (the “Company”) EUR 100 million share offering (the “Offering”) was completed successfully on 23 March 2015. A preliminary assessment indicates that a total of 38,227,824 Series B-shares were subscribed for (the “Offered Shares”), representing approximately 139.8 percent of the 27,347,134 Series B-shares offered. Approximately 26,973,713 Series B shares were subscribed for through the exercise of primary subscription rights equaling approximately 98.6 percent of all the new shares offered. Demand for shares in the secondary subscription was approximately 11,254,111 shares equaling approximately 41.2 percent of all the new shares offered.
”We are very pleased about the results of the share offering. I would like to thank our shareholders for your trust and interest in the Company. This share offering is an important element in completing the Company’s transformation to a leading fresh forest fibre paperboard company,” says CEO Mika Joukio .
The subscription period for the Offering ended on 23 March 2015 and trading in interim shares ( ISIN code: FI4000148457 ), representing the 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, which is expected to occur on or about 31 March 2015. Trading of the Offered Shares as ordinary Series B shares on the official list of NASDAQ OMX Helsinki Ltd is expected to start on or about 1 April 2015. 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. The record date for the 2014 dividend distribution is 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.
In accordance with the terms and conditions of the Offering, the Board of Directors of the Company will resolve to allocate such Series B shares that have not been subscribed for pursuant to the primary subscription rights among the subscribers having made a secondary subscription. The allocation among the subscribers having made the secondary subscription will be determined per book-entry account in proportion to the number of subscription rights exercised by them in accordance with the primary subscription right and, if this is not possible, by drawing of lots. Series B shares subscribed for pursuant to the secondary subscription rights are expected to be registered and start to trade on the official list of NASDAQ OMX Helsinki Ltd as ordinary Series B shares on 31 March 2015 and 1 April 2015.
Metsä Board expects to publish the final results of the Offering on 30 March 2015, following the approval of the subscriptions by the Board of Directors.
METSÄ BOARD CORPORATION
For further information, please contact:
Markus Holm, CFO, tel. +358 10 465 4913
Juha Laine, Vice President, Investor Relations and Communications, tel. +358 10 465 4335
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.