Stora Enso announces the Exchange Spread
STORA ENSO OYJ Stock Exchange Release 10 June 2004 at 14.00
Stora Enso announces the Exchange Spread and the New Issue
Spread of its Exchange Offer for its 6.375% Notes due June 2007
This Announcement must be read in conjunction with the Exchange
Offer Memorandum dated 4 June 2004 (the "Exchange Offer
Memorandum") which has been prepared by Stora Enso Oyj ("Stora
Enso" or the "Company") in relation to the Exchange Offer.
On 4 June 2004, Stora Enso announced the launch of an Exchange
Offer for its 6.375% Euro Medium Term Notes maturing 29 June
2007 (the "Existing Notes"). Under the terms of the Exchange
Offer, all holders (subject to offer restrictions as set out
below and in the Exchange Offer Memorandum) of the Existing
Notes are invited to offer to exchange any or all of their
holdings into new euro denominated Fixed Rate Notes maturing
June 2014 (the "New Notes").
Fixing of the Spreads
Exchange Spread. The Exchange Spread is set at 26 bps over the
2007 Benchmark Rate (the mid-market yield of the DBR 6% due 4
July 2007 - ISIN: DE0001135036).
The New Issue Spread. The New Issue Spread is set at 74 bps over
the 10 Year Mid-Swap Rate (the mid-market arithmetic mean of the
bid and offered swap rates for euro swap transactions with a
maturity of 10 years).
Offer Period. The Exchange Offer period commenced on 4 June 2004
at 08.00 hours Central European Time ("CET") and will end on 17
June 2004 at 15.00 hours CET unless extended by the Company.
Holders of Existing Notes are invited to offer to exchange any
or all of their Existing Notes which are outstanding from 08.00
hours CET on 4 June 2004 up to 15.00 hours CET on 17 June 2004
subject to earlier deadlines set by the Clearing Systems.
Revocation Right. Holders of Existing Notes may revoke their
acceptance to participate in the Exchange Offer until 12.00
hours CET on the Expiration Date (i.e. 17 June 2004).
Pricing Date. The 2007 Benchmark Rate and the 10 Year Mid-Swap
Rate will be determined and the Exchange Price, the New Issue
Price and the New Issue Coupon will be calculated on the Pricing
Date (i.e. 18 June 2004).
Settlement. The Settlement Date is expected to be 23 June 2004,
on which date the New Notes will be delivered to the holders of
Existing Notes who have validly accepted the Exchange Offer, in
accordance with the terms and conditions of the Exchange Offer.
For more information about the Stora Enso Exchange Offer, please
contact:
Dealer Managers
J.P. Morgan Securities Ltd.
Paul Hawker, Liability Management, tel. +4420 7777 4185
Robin Stoole, Syndicate Desk, tel. +4420 7779 2468
Merrill Lynch International
Asar Mashkoor, Liability Management, tel. +4420 7995 3715
Jeff Tannenbaum, Syndicate Desk, tel. +4420 7995 3966
Exchange Agent
JPMorgan Chase Bank
Karen Sheridan, tel. +4420 7777 5908
Ed Leedham, tel. +4420 7777 9458
Contact persons at Stora Enso:
Peter Nordquist, Vice President, Funding, tel. +4420 7016 3266
Hannu Kasurinen, Senior Vice President, Group Treasurer, tel.
+4420 7016 3250
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 "Offer Restrictions" 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 (only 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
