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 Companys
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 Companys 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
