BillerudKorsnäs publishes prospectus for the rights issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION, NOTICE OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE PREPARED OR REGISTERED OR REQUIRE ANY OTHER MEASURES TO BE TAKEN, IN ADDITION TO THE REQUIREMENTS UNDER SWEDISH LAW. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

BillerudKorsnäs AB (publ) (”BillerudKorsnäs” or ”the Company”), (Nasdaq Stockholm: BILL), announced on 25 May 2022 that the Board of Directors, by virtue of the authorisation by the Annual General Meeting, had resolved on a fully secured rights issue of approximately SEK 3.5 billion (“the Rights Issue”) and resolved on the terms of the Rights Issue. The Rights Issue is conducted in order to repay a part of the debt that was raised in conjunction with the acquisition of Verso Corporation. Today, BillerudKorsnäs announces that the prospectus relating to the Rights Issue has been approved by the Swedish Financial Supervisory Authority and has been made available on BillerudKorsnäs’ website, www.billerudkorsnas.com/investors/rights-issue, together with all other information related to the rights issue. The prospectus is also held available on SEB’s website for prospectuses, www.sebgroup.com/prospectuses, and will be made available at the Swedish Financial Supervisory Authority’s website, www.fi.se.

Application forms for subscription without subscription rights can be obtained from SEB’s website for prospectuses, www.sebgroup.com/prospectuses, and from BillerudKorsnäs’ website, www.billerudkorsnas.com/investors/rights-issue.

Financial and legal advisors
Danske Bank A/S, Danmark, Sverige filial and Skandinaviska Enskilda Banken AB are acting as Joint Global Coordinators and Joint Bookrunners. Advokatfirman Cederquist KB is acting as legal advisor to the Company as to Swedish law and Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal advisor to the Company as to US law. Linklaters Advokatbyrå AB is legal advisor to the Joint Global Coordinators and Joint Bookrunners in connection to the Rights Issue.
 

For more information, please contact:
Christoph Michalski, President and CEO, +46 703 553 098
Ivar Vatne, CFO, +46 8 553 335 07
 

The information was submitted for publication, through the agency of the contact persons above, at 16:30 CEST on 30 May 2022.

Important information
In certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law and persons in such jurisdictions where this press release has been published or distributed should inform themselves, observe and abide by such restrictions. The recipient of this press release is responsible for using this press release, and the information herein, in accordance with applicable rules in the respective jurisdiction.

This press release does not contain or constitute an invitation nor offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in BillerudKorsnäs in the United States or otherwise. Invitation to the persons concerned to subscribe for shares in BillerudKorsnäs will only be made by means of the prospectus that BillerudKorsnäs is publishing on the Company’s website, following the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus contains, among other things, risk factors, financial information as well as information regarding the Company’s Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus and accordingly, investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information contained in the prospectus.

This press release is not directed to persons located in the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other jurisdiction where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other jurisdiction where such measure is wholly or partially subject to legal restrictions or where such measure would require additional prospectuses, offer documents, registrations or any other measure in addition to what is required under Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, offer documents, registrations or any other measure. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended, (the “Securities Act”) or laws applicable in other jurisdictions. No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no paid subscribed shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.

This press release 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(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this press release may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment or investment activity to which this press release 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 press release or any of its content.

In the EEA Member States, this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation and other persons as to which this press release may lawfully be directed to. No other than such relevant person or qualified investor may take any actions based on this press release, nor rely on it.

Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company’s control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements. The information, opinions and forward-looking statements contained in this press release speak only as at its date, and are subject to change without notice.