M-REAL ANNOUNCES TERMS FOR ITS 447.5 MIL
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN AUSTRALIA, CANADA,
FRANCE, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLES
REPUBLIC OF CHINA, JAPAN, SPAIN OR THE UNITED STATES OF AMERICA.
M-real Corporation Stock Exchange Bulletin 7 September 2004 at 11
a.m.
M-REAL ANNOUNCES TERMS FOR ITS 447.5 MILLION RIGHTS OFFERING
The Board of Directors of M-real today decided to launch a rights
offering amounting to EUR 447,498,561 (the Offeringö) based on the
authorization granted by the Extraordinary General Meeting on
September 6, 2004. M-real will offer a maximum of 149,166,187 new
Series B shares in accordance with shareholders pre-emptive
subscription rights, corresponding to a maximum of EUR 253,582,517.90
increase in the share capital. The shares to be issued in the
Offering represent a maximum of approximately 83.33 percent of the
total shares and a maximum of approximately 17.16 percent of the
voting rights of the Company prior to the Offering.
The share subscription period will commence on September 15, 2004 and
expire on October 1, 2004. The subscription price is EUR 3.00 per
share. Each shareholder of M-real is entitled to subscribe for five
(5) new Series B shares for every six (6) Series A and/or B shares
held on the record date, September 10, 2004. The primary subscription
rights are expected to trade on the Helsinki Exchanges from September
15, 2004 through September 24, 2004.
The Offering is fully underwritten. The Companys principal
shareholder Metsäliitto, owning 38.5% of the Companys share capital,
has committed to exercise all of its subscription rights in the
Offering. Citigroup and Nordea Corporate Finance will act as the
global coordinators of the Offering and have agreed, subject to
certain customary conditions, to subscribe or procure subscribers for
any shares left unsubscribed (excluding Metsäliittos portion).
After the increase of the share capital represented by the new shares
has been registered with the Trade Register, the new shares will
entitle their holder to the full amount of any per share dividend
declared by the Company and to the other rights in the Company
conferred by the shares.
M-real intends to use the net proceeds of the Offering to reduce
indebtedness.
Hannu Anttila, Senior Executive Vice president and designate
President and CEO (effective January 1, 2005), said: The Offering is
intended to improve our financial flexibility and to support the
implementation of our revised business strategy. Irrespective of the
timing and strength of the cyclical recovery, this Offering should
allow M-real not only to actively defend but also to enhance its
competitive position in the industry and to strengthen its credit
profile.ö
M-REAL CORPORATION
Board of Directors
For additional information contact Chief Operating Officer Hannu
Anttila +358 10 4694 343, +358 50 2398 or Executive Vice President
and CFO Juhani Pöhö +358 10 4695 283, +358 50 598 7607
Enclosure: Terms and Conditions of the Offering
TERMS AND CONDITIONS OF THE OFFERING
On September 6, 2004, the Extraordinary General Meeting of M-real
Corporation (the Companyö) resolved to authorize the Companys Board
of Directors to decide on an increase of the share capital of the
Company by a maximum of EUR 450,500,000 through a new issue based on
pre-emptive subscription rights of shareholders by issuing a maximum
of 265,000,000 new Series B shares with a nominal value of EUR 1.70
per share (the Sharesö).
On September 7, 2004, the Board of Directors of the Company resolved,
based on the authorization of the Extraordinary General Meeting, to
increase the Companys share capital by a maximum of EUR
253,582,517.90 through a new issue based on pre-emptive subscription
rights of shareholders by issuing a maximum of 149,166,187 Shares as
set forth in the terms and conditions contained herein (the
Offeringö). As a result of the Offering, the share capital of the
Company may increase from EUR 304,299,022.50 to a maximum of EUR
557,881,540.40, and the total number of the Companys shares
accordingly from 178,999,425 shares to a maximum of 328,165,612
shares, so that the number of Series B shares may increase from
142,658,875 Series B shares to a maximum of 291,825,062 Series B
shares. The Shares to be issued in the Offering represent a maximum
of approximately 83.33 percent of the total shares and a maximum of
approximately 17.16 percent of voting rights of the Company prior to
the Offering.
Right to Subscribe and Share Subscription Price
Primary Pre-emptive Subscription Right
The Shares will be offered for subscription to the shareholders of
the Company in proportion to their shareholding of Series A and/or B
shares.
A shareholder who is registered in the Companys shareholders
register maintained by the Finnish Central Securities Depositary Ltd.
on the record date of September 10, 2004 (the Record Dateö), will
receive one (1) freely transferable subscription right (each, a
Primary Subscription Rightö) as a book-entry for every Series A
and/or every Series B share owned on the Record Date. A shareholder,
or a person or an entity to whom such shareholders Primary
Subscription Rights have been transferred, is entitled to subscribe
for five (5) new Shares for every six (6) Primary Subscription Rights
at a subscription price of EUR 3.00 per Share (the Subscription
Priceö) (the Primary Subscriptionö). No fractions of Shares will be
allotted.
Secondary Pre-emptive Subscription Right
A shareholder who has been registered in the Companys shareholders
register on the Record Date and who exercises all or part of its
Primary Subscription Rights, may, pursuant to the secondary pre-
emptive subscription right (the Secondary Subscription Rightö),
subscribe for any Shares left unsubscribed for in the Primary
Subscription at the Subscription Price (the Secondary
Subscriptionö). The right to participate in the Secondary
Subscription cannot be transferred.
Subscription Right of the Parties Determined by the Board of
Directors, Subscription Undertakings
The Shares not subscribed for pursuant to the Primary Subscription
Rights and Secondary Subscription Right can be offered to parties
determined by the Board of Directors of the Company, which parties
shall subscribe for Shares on October 6, 2004, at the latest.
The underwriters of the Offering, Citigroup Global Markets Limited
and Nordea Corporate Finance, have severally agreed, subject to
certain customary conditions, to subscribe or to procure subscribers
for any remaining Shares that have not been subscribed for pursuant
to the Primary Subscription Rights and the Secondary Subscription
Right, excluding the Shares that Metsäliitto Cooperative has
committed to subscribe for pursuant to its Primary Subscription
Rights. The Shares will be offered to the underwriters at the
Subscription Price. Metsäliitto Cooperative has undertaken to
exercise all of its Primary Subscription Rights to subscribe for
Shares in the Offering.
Subscription Period and Places of Subscription
The subscription period will commence on September 15, 2004, and
expire at 6:00 p.m. Finnish time on October 1, 2004. The subscription
places will accept subscription assignments during their normal
business hours.
Subscriptions can be made at the asset management branches of Nordea
Bank Finland Plc, the offices of Nordea Private Banking, the Nordea
Private Wealth Management units as well as Nordea Customer Service
based upon the Solo codes, tel. +358 200 3000 (Finnish) and tel. +358
200 5000 (Swedish).
In addition, subscriptions may be submitted to the account operators
and custodians who have an agreement with Nordea Bank Finland Plc on
the routing of subscriptions.
Account operators and custodians may impose a deadline for
subscription that is earlier than the expiration of the subscription
period.
Exercise of Pre-emptive Subscription Rights
Primary Subscription
A shareholder may participate in the Primary Subscription by
subscribing for Shares pursuant to the Primary Subscription Rights
registered on his or her book-entry account and by paying the
Subscription Price. In order to participate in the Offering, a
shareholder must submit a subscription assignment in accordance with
the instructions given by his or her own custodian or account
operator. Other investors participating in the Offering, such as
holders of the Primary Subscription Rights purchased through the
Helsinki Exchanges, must submit their subscription assignments to
their own custodian or account operator.
Shareholders and other investors participating in the Offering whose
shares or Primary Subscription Rights are held through a nominee (or
other custodian) must submit their subscription assignments in
accordance with the instructions given by their custodial nominee
account holders.
Any exercise of the Primary Subscription Rights is irrevocable and
may not be modified or cancelled.
Any Primary Subscription Rights remaining unexercised at the end of
the subscription period on October 1, 2004, will expire without any
compensation.
Secondary Subscription
A shareholder also wishing to subscribe for Shares in the Secondary
Subscription must state, when exercising Primary Subscription Rights,
the number of Shares he or she commits to subscribe for in the
Secondary Subscription. A subscriber is required to exercise some,
but not all, of its Primary Subscription Rights in order to be
entitled to participate in the Secondary Subscription.
Any subscription commitment submitted in the Secondary Subscription
is irrevocable and may not be modified or cancelled.
Any Secondary Subscription Right remaining unexercised at the end of
the subscription period on October 1, 2004, will expire without any
compensation.
Public Trading of the Primary Subscription Rights
The Primary Subscription Rights will be publicly traded on the
Helsinki Exchanges from 10:00 a.m., Finnish time, on September 15,
2004 until 7:30 p.m., Finnish time, on September 24, 2004.
Payment for the Subscriptions and Subscription Commitments
The Subscription Price of the Shares subscribed for in the Primary
Subscription and the subscription payment for the Shares subscribed
for in the Secondary Subscription shall be paid in full at the time
of submitting the subscription assignment in accordance with the
instructions given by the subscription place or the relevant
custodian or account operator.
Approval of the Subscriptions and Procedure in the Event of
Oversubscription of the Secondary Subscription
The Board of Directors of the Company will approve all subscriptions
pursuant to the Primary Subscription Rights made in accordance with
the terms and conditions of the Offering and applicable laws and
regulations.
In the event the Secondary Subscription is not oversubscribed, the
Board of Directors of the Company will approve all subscriptions
pursuant to the Secondary Subscription Right made in accordance with
the terms and conditions of the Offering and applicable laws and
regulations.
In the event the subscription commitments submitted in the Secondary
Subscription exceed the number of Shares available for subscription
in the Secondary Subscription (Oversubscriptionö), subscription
commitments will be approved in proportion to the shareholdings of
the subscribers as of the Record Date up to the maximum number of
Shares stated in the subscription commitment submitted by such
subscriber. The number of Shares to which the shareholder is entitled
will be rounded to whole Shares in a manner to be determined by the
Board of Directors of the Company. Several subscription commitments
submitted by one shareholder will be combined before the allocation
of Shares to form one subscription commitment.
Refund of Subscription Payments (Secondary Subscription)
Any subscription payment made in connection with a subscription
commitment in the Secondary Subscription will be refunded to the
shareholders bank account indicated in the subscription assignment
on or around October 14, 2004, to the extent such subscription
commitment is not approved. No interest is payable on the refunded
subscription payments.
1.1 Registration of the New Shares to the Book-entry Accounts
The Shares issued in the Offering will be recorded into book-entry
accounts as follows:
Shares that are subscribed for in the Primary Subscription will
be recorded on the subscribers book-entry account after the
registration of the subscription as interim shares representing
the Shares. The interim shares will be combined with the
Companys existing class of Series B shares when the increase
of the share capital has been registered with the Trade
Register. Such combination is expected to occur on or around
October 7, 2004.
Shares that are subscribed for in the Secondary Subscription
will be recorded on the subscribers book-entry account as the
same class of shares as the Companys existing class of Series
B shares as soon as practically possible after the subscription
commitments submitted in the Secondary Subscription have been
approved and the increase in the share capital has been
registered with the Trade Register. If there is no
Oversubscription, this is expected to take place on October 7,
2004, and, in case of Oversubscription, this is expected to
take place on October 13, 2004, at the latest.
Shareholder Rights
The new Shares will entitle their holder to full dividends declared
by the Company and the other rights in the Company conferred by the
Shares after the increase in the share capital of the Company
represented by the new Shares has been registered with the Trade
Register.
Information
The documents referred to in Chapter 4, Section 7, Subparagraph 1 of
the Finnish Companies Act, are available for review at the head
office of the Company, Revontulentie 6, FIN-02100 Espoo, Finland.
Other Issues
Other issues and practical matters relating to the increase of share
capital and the Offering will be resolved by the Board of Directors
of the Company.
THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR
DISTRIBUTION IN OR INTO THE UNITED STATES. THIS DOCUMENT DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR TO
OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, NOR MAY THE SECURITIES
BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN
EXEMPTION FROM REGISTRATION AS PROVIDED IN THE U.S. SECURITIES ACT OF
1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER AND
APPLICABLE STATE LAWS. THERE IS NO INTENTION TO REGISTER ANY PORTION
OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING
OF SECURITIES IN THE UNITED STATES.
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 OF REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
