Stora Enso launches Exchange Offer for i

STORA ENSO OYJ  Stock Exchange Release 4 June 2004 at 09.30


Stora Enso launches Exchange Offer for its 6.375% Notes due June 
2007

Stora Enso Oyj ("Stora Enso" or the "Company") today announced 
the launch of an Exchange Offer for its 6.375% Euro Medium Term 
Notes maturing 29 June 2007 (the "Existing Notes").
The purpose of the Exchange Offer is to lengthen the Company’s 
debt maturity profile and to take advantage of current market 
conditions as well as to create a new liquid longer dated 
benchmark in the public credit market. 
Under the terms of the Exchange Offer, all holders (subject to 
offer restrictions as set out below and in the Exchange Offer 
Memorandum dated 4 June 2004) of the Existing Notes are invited 
to offer  to exchange any or all of their holdings into new, 10-
year Stora Enso euro denominated Fixed Rate Notes (the "New 
Notes"). The New Notes will mature in June 2014, and will be 
issued under the Company’s existing Euro Medium Term Note 
Programme and listed on the Luxembourg Stock Exchange.

Investors are offered the opportunity to exchange their holdings 
in the Existing Notes at a spread range of 27-22 bps over the 
mid-market yield of the DBR 6.00% maturing 4 July 2007. The final 
exchange spread will be set at or around 13.00 CET on Thursday, 
10 June 2004, following an initial book-building period of five 
business days.
The New Notes will be priced to yield 68-78 bps over the mid-
market arithmetic mean of the 10 year swap rates for euro swap 
transactions. The new issue spread will also be set at or around 
13.00 CET on Thursday, 10 June 2004, after the book-building 
period.
Holders of Existing Notes are asked to submit acceptances to the 
Exchange Agent no later than 15.00 CET on Thursday, 17 June 2004.

The exchange price of the Existing Notes and the coupon and price 
of the New Notes will be fixed versus the respective government 
benchmark rate and the 10 year mid-swap rate at or around 15.00 
CET on Friday, 18 June 2004. The New Notes will be issued on the 
basis of an "Exchange Ratio". The Exchange Ratio will be 
calculated by dividing the exchange price by the new issue price.

The Exchange Offer is conditional upon valid acceptances being 
received from holders of Existing Notes representing, in 
aggregate, a minimum of EUR 325 000 000 of the aggregate 
principal amount of the Existing Notes. In addition, depending on 
the results of the Exchange Offer and subject to market 
conditions, the Company intends to issue, on the settlement date, 
additional notes, which shall be fungible with the New Notes and 
listed on the Luxembourg Stock Exchange, (the "Additional Notes") 
so that the sum of the Additional Notes and the New Notes is EUR 
500 000 000.

The Exchange Offer is not open to investors domiciled in the 
Kingdom of Spain, the Republic of Italy, or the United Sates of 
America and is restricted in other jurisdictions as more fully 
described below and in the Exchange Offer Memorandum.


Copies of the Exchange Offer Memorandum will be made available at 
the offices of JPMorgan Chase Bank as the Global Exchange Agent 
in London and of J.P. Morgan Bank Luxembourg S.A. which shall act 
as the Exchange Agent and the Listing Agent in Luxembourg for the 
purposes of the Exchange Offer and the listing of the New Notes. 



For more information about the Stora Enso Exchange Offer, please 
contact: 

Dealer Managers
J.P. Morgan Securities Ltd.
  Paul Hawker, Liability Management, tel. +44 20 7777 4185
  Robin Stoole, Syndicate Desk, tel. +44 20 7779 2468

Merrill Lynch International
  Asar Mashkoor, Liability Management, tel. +44 20 7995 3715
  Jeff Tannenbaum, Syndicate Desk, tel. +44 20 7995 3966

Exchange Agent
JPMorgan Chase Bank
  Karen Sheridan, tel. +44 20 7777 5908 
  Ed Leedham, tel.  +44 20 7777 9458


Contact persons at Stora Enso:
Hannu Kasurinen, Senior Vice President, Group Treasurer, tel. + 
44 20 7016 3250
Peter Nordquist, Vice President Head of Funding, tel. +44 20 
7016 3266

www.storaenso.com
www.storaenso.com/debt


DISCLAIMER

This Announcement must be read in conjunction with the Exchange 
Offer Memorandum which has been prepared by the Company in 
relation to the Exchange Offer. This Announcement and the 
Exchange Offer Memorandum contain important information which 
should be read carefully before any decision is made to accept 
the Exchange Offer. If you are in any doubt as to the action you 
should take, you are recommended to seek your own financial 
advice immediately from your stockbroker, bank manager, 
accountant or other independent financial adviser. Any 
individual or company whose Existing Notes are held on its 
behalf by a broker, dealer, bank, custodian, trust company or 
other nominee must contact such entity if they wish to accept 
the Exchange Offer. The distribution of this Announcement in 
certain jurisdictions (in particular the United States, the 
United Kingdom, France, Belgium, Spain and Italy) may be 
restricted by law (see öOffer Restrictionsö below). Persons into 
whose possession this Announcement comes are required to inform 
themselves about, and to observe, any such restrictions. No 
action has been or will be taken in any jurisdiction by the 
Company, the Dealer Managers and the Exchange Agents that would 
permit a public offering of the New Notes other than in 
Luxembourg and Switzerland.



OFFER RESTRICTIONS

Neither this Announcement nor the Exchange Offer Memorandum 
constitutes an invitation to participate in the Exchange Offer 
in any jurisdiction in which, or to or from any person to or 
from whom, it is unlawful to make such invitation under 
applicable securities laws.  The distribution of this 
Announcement or the Exchange Offer Memorandum in certain 
jurisdictions may be restricted by law. Persons into whose 
possession this Announcement or the Exchange Offer Memorandum 
come are required by each of the Company, the Dealer Managers 
and the Exchange Agents to inform themselves about, and to 
observe, any such restrictions.

United States. The Exchange Offer is not being made and will not 
be made directly or indirectly in, or by use of the mails of, or 
by any means or instrumentality of interstate or foreign 
commerce of, or any facilities of a national securities exchange 
of, the United States of America.  This Announcement, the 
Exchange Offer Memorandum and any related offering documents may 
not be sent or given to a person in the United States of 
America.  Each holder of Existing Notes participating in this 
Exchange Offer will represent that it is not located in the 
United States of America and is not a U.S. Person (within the 
meaning of Regulation S of the Securities Act) and is not giving 
an order to participate in the Exchange Offer from the United 
States of America or on behalf of a U.S. Person.

United Kingdom (persons whose ordinary activities involve them 
in acquiring, holding, managing or disposing of investments for 
the purposes of their businesses)/France (qualified investors 
only)/Belgium (qualifying professional investors only).

Spain. The Exchange Offer is not available to any resident of 
Spain.  Accordingly, residents of Spain may not submit for 
exchange the Existing Notes in the Exchange Offer nor may the 
New Notes be offered, sold or delivered in Spain and neither may 
this Announcement nor any other offering material relating to 
the Exchange Offer, the Existing Notes or the New Notes be 
distributed or made available in Spain.

Italy. The Exchange Offer is not being made in the Republic of 
Italy and has not been submitted to the clearance procedure of 
Commissione Nazionale per le Società e la Borsa (CONSOB) or the 
Bank of Italy pursuant to Italian laws and regulations.  
Accordingly, holders of Existing Notes are hereby notified that, 
to the extent such holders are Italian residents or persons 
located in the Republic of Italy, the Exchange Offer is not 
available to them and they may not submit for exchange the 
Existing Notes in the Exchange Offer nor may the New Notes be 
offered, sold or delivered in the Republic of Italy and, as 
such, any acceptances received from such persons shall be 
ineffective and void, and neither may this Announcement nor any 
other offering material relating to the Exchange Offer, the 
Existing Notes or the New Notes be distributed or made available 
in the Republic of Italy.

This Announcement or any other offering material relating to the 
Exchange Offer does not constitute an offer to buy or the 
solicitation of an offer to sell the Existing Notes and/or New 
Notes in any circumstances in which such offer or solicitation 
is unlawful.  In those jurisdictions where the securities, blue 
sky or other laws require the Exchange Offer to be made by a 
licensed broker or dealer, the Exchange Offer shall be deemed to 
be made on behalf of the Dealer Managers or one or more 
registered brokers or dealers licensed under the laws of such 
jurisdiction.

Neither the delivery of this Announcement or any other offering 
material relating to the Exchange Offer nor any purchase of 
Existing Notes shall, under any circumstances, create any 
implication that the information contained herein is current as 
of any time subsequent to the date of such information or that 
there has been no change in the information set out in it or in 
the affairs of the Company since the date of the Exchange Offer 
Memorandum.




STORA ENSO OYJ



p.p. Jussi Siitonen   Veli-Matti Tahvanainen		

		




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