THE HONG KONG SPECIAL ADMINISTRATIVE REG
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN AUSTRALIA, CANADA,
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 18.8.2004 at 3.00 p.m.
M-REAL ANNOUNCES A 450 MILLION RIGHTS OFFERING
- Intention to raise approximately 450 million of equity capital
through an underwritten rights offering of Series B Shares
- Holders of both Series A and B Shares will receive rights to
subscribe for new Series B Shares
- M-reals principal shareholder, Metsäliitto Cooperative, has
committed to subscribe for its pro rata portion of the new Series B
Shares
- The offering constitutes an important part of M-reals revised
strategy and refinancing plan and will significantly improve balance
sheet strength and financial flexibility
M-real intends to raise approximately 450 million in equity capital
through an underwritten rights offering of new Series B Shares based
on the pre-emptive subscription right of its shareholders (the
Offeringö). The Company intends to use the proceeds of the Offering
to reduce indebtedness.
M-real announced today details of its revised strategy and
refinancing plan. These initiatives will allow M-real to improve its
operational efficiency, strengthen its balance sheet and position the
Company to benefit from improving fundamentals in the paper and board
industry. Hannu Anttila, Senior Executive Vice President and
designate President and CEO (effective January 1, 2005), said The
rights offering and the refinancing plan will provide M-real the
financial flexibility throughout the industry cycle to implement its
strategic initiatives.ö
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.
The Board of Directors of the Company has decided to convene an
extraordinary general meeting on September 6, 2004 to seek
authorization to proceed with the Offering. Soon thereafter, the
Company expects to announce the exact timing and final terms of the
Offering. The Offering is expected to be completed in October 2004.
Citigroup and Nordea Corporate Finance will act as the global
coordinators of the Offering and have agreed to underwrite all of the
new shares not covered by Metsäliittos subscription rights, subject
to customary conditions and with determination of the price and other
terms of the Offering to be finalized subsequent to the extraordinary
general meeting.
M-REAL CORPORATION
Board of Directors
Enclosures: I Notice to the EGM
II Board proposal to the EGM
Further information:
Hannu Anttila, President and CEO (as of 1 January 2005), tel. + 358
10 469 4611
Juhani Pöhö, CFO, tel. +358 10 469 5283
Media contacts: Jyrki Antikainen, tel. + 358 10 469 4940, mobile +358
50 357 4292
IR contacts: Antti Nummi, tel.+358 10 469 4432, mobile +358 50 598
9629
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE
INTO THE UNITED STATES. THE SECURITIES OF THE COMPANY DESCRIBED
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT 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 FROM REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH JURISDICTION.
Enclosure I:
NOTICE TO THE EXTRAORDINARY GENERAL MEETING
The shareholders of M-real Corporation are invited to an
Extraordinary General Meeting of Shareholders, which will be held on
Monday, September 6, 2004, at 12.30 p.m., at the M-real headquarters
at Revontulentie 6, Espoo Finland.
The following matters will be on the agenda at the meeting:
1. Authorization to the Board of Directors to decide on a new issue
The Board of Directors proposes to the Extraordinary General Meeting
that the Board of Directors be authorized 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 Board of Directors
shall be authorized to decide on the basis for the determination of
the subscription price, the subscription price and other terms and
conditions of new issue. The authorization does not entitle the Board
of Directors to deviate from shareholders pre-emptive subscription
rights. It is proposed that the authorization shall be valid until
the next Ordinary General Meeting. The authorization is subject to
registration of the proposed amendments to the Articles of
Association of the Company to the Trade Register before the Board of
Directors uses the authorization.
2. Proposal of the Board of Directors for the amendment of the
Article 4 of the Articles of Association regarding the minimum and
maximum amount of share capital and for the amendment of the Article
6 of the Articles of Association regarding the minimum and maximum
number of Series B shares
The Board of Directors proposes to the Extraordinary General Meeting
of shareholders that the minimum amount of the share capital be
increased to EUR 255,000,000 and maximum amount of share capital be
increased to EUR 1,020,000,000, and that the Article 4 of the
Articles of Association be amended respectively.
The Board of Directors proposes to the Extraordinary General Meeting
of shareholders that the minimum number of Series B shares be
increased to EUR 125,000,000 shares and the maximum number of Series
B shares be increased to 500,000,000 shares, and that the Article 6
of the Articles of Association be amended respectively.
Proposals of the Board of Directors
Copies of the proposals by the Board of Directors together with the
attachments required under the Finnish Companies Act are available
for inspection by shareholders at the head office of M-real
Corporation in Espoo, Revontulentie 6, Finland, from August 30, 2004
onwards. As from this date copies of these documents will be sent to
shareholders upon request.
Right to attend
A shareholder, who is registered in the shareholders register
maintained by the Finnish Central Securities Depository Ltd. (Suomen
Arvopaperikeskus Oy) on August 27, 2004, has the right to attend the
General Meeting of Shareholders. Shareholders, who own their shares
through a nominee registration and wish to participate the General
Meeting, may be temporarily registered in the shareholders register.
The registration shall be made at the latest on August 27, 2004. Such
shareholders should contact their nominee registration custodians in
order to arrange the temporary registration.
Shareholders, who wish to attend the General Meeting of Shareholders,
must notify the Company of their participation by letter addressed to
M-real Corporation, Eija Niittynen, Revontulentie 6, FIN-02100 Espoo,
Finland, by telephone, +358 1046 94530, or by e-mail at
eija.niittynen@m-real.com so as to be received no later than August
27, 2004 at 4 p.m. (Finnish time). Any proxy by which proxy holder
wishes to exercise his/her voting right at the meeting, should be
submitted in connection with the notice of attendance.
Espoo, August 18, 2004
M-real Corporation
Board of Directors
Enclosure II:
BOARD PROPOSAL TO THE EGM
1 § Authorization to the Board of Directors to decide on the new
issue of shares
2 § Proposal of the Board of Directors for the amendment of the
Article 4 of the Articles of Association regarding the minimum
and maximum amount of share capital and for the amendment of the
Article 6 of the Articles of Association regarding the minimum and
maximum number of Series B shares
