Stora Enso Oyj - Company Announcement

Stora Enso issues seven-year Eurobond and announces tender offer for its Eurobond maturing in 2014

Helsinki, Finland, 2012-02-29 09:45 CET (GLOBE NEWSWIRE) -- STORA ENSO OYJ
STOCK EXCHANGE RELEASE 29 February 2012 at 10.45 EET 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S.
VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (SEE"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW) 

Stora Enso is issuing a seven-year Eurobond under its EMTN (Euro Medium Term
Note) programme and announcing a tender offer for its EUR 750 million Eurobond
maturing in 2014. The size of the seven-year bond issued is expected be EUR 500
million. 

Stora Enso also announces a tender offer to repurchase a portion of the 2014
bond issued in 2004 and tapped in 2009 with nominal value EUR 750 million. The
intention is to repurchase an amount of the 2014 bond of up to the amount of
new notes issued. The purchase price in the offer is equal to the interpolated
mid-swaps rate + 130 basis points. The offer expires at 17.00 CET on 8 March
2012. The pricing of the offer will be determined on 9 March 2012 at or around
11.00 CET, and the settlement date is expected to be 13 March 2012. 

Citigroup, Deutsche Bank, Goldman Sachs and SEB are acting as Joint Bookrunners
for the bond issue and as Dealer Managers on the tender offer. The proceeds of
the offering will be used for general corporate purposes, including refinancing
of the bond maturing in 2014. 


For further information, please contact:
Kaarlo Höysniemi, VP, Group Treasury, tel. +358 2046 21037
Ulla Paajanen-Sainio, Head of Investor Relations, tel. +358 2046 21242

www.storaenso.com
www.storaenso.com/investors

Stora Enso is the global rethinker of the biomaterials, paper, packaging and
wood products industry. We always rethink the old and expand to the new to
offer our customers innovative solutions based on renewable materials. Stora
Enso employs some 30 000 people worldwide, and our sales in 2011 amounted to
EUR 11.0 billion. Stora Enso shares are listed on NASDAQ OMX Helsinki (STEAV,
STERV) and Stockholm (STE A, STE R). In addition, the shares are traded in the
USA as ADRs (SEOAY) in the International OTCQX over-the-counter market. 

STORA ENSO OYJ

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.  Persons into whose possession
this announcement and/or the Tender Offer Memorandum comes are required by each
of the Company, the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions.  Neither this announcement nor
the Tender Offer Memorandum constitutes (i) an offer to buy or a solicitation
of an offer to sell the Notes (and tenders of Notes in the Offer will not be
accepted from Noteholders) in any circumstances in which such offer or
solicitation is unlawful or (ii) an offer to sell or a solicitation of an offer
to buy the New Notes.  In those jurisdictions where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer and
either of the Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall be deemed
to be made by such Dealer Manager or such affiliate, as the case may be, on
behalf of the Company in such jurisdiction. 

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities. 

United States.  The Offer is not being made, and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of a
national securities exchange of, the United States. This includes, but is not
limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes may not be
tendered in the Offer by any such use, means, instrumentality or facility from
or within the United States or by persons located or resident in the United
States.  Accordingly, copies of the Tender Offer Memorandum and any other
documents or materials relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or trustees)
in or into the United States or to any persons located or resident in the
United States. Any purported tender of Notes in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid and any
purported tender of Notes made by a person located in the United States or any
agent, fiduciary or other intermediary acting on a non-discretionary basis for
a principal giving instructions from within the United States will be invalid
and will not be accepted. 

Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. persons. Securities may not
be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the United States Securities
Act of 1933, as amended (the Securities Act). The New Notes have not been, and
will not be, registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be offered, sold
or delivered, directly or indirectly, in the United States or to, or for the
account or benefit of, U.S. persons. The purpose of this announcement and the
Tender Offer Memorandum is limited to the Offer and this announcement and the
Tender Offer Memorandum may not be sent or given to a person in the United
States or otherwise to any person other than in an offshore transaction in
accordance with Regulation S under the Securities Act. 

Each holder of Notes participating in the Offer will represent that it is not
located in the United States and is not participating in the Offer from the
United States or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate in
the Offer from the United States. For the purposes of this and the previous two
paragraphs, United States means the United States of America, its territories
and possessions (including Puerto Rico, the U.S Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia. 

Italy.  None of the Offer, this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offer has been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  The
Offer is being carried out in the Republic of Italy (Italy) as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the Financial Services Act) and article
35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended
(the Issuers' Regulation).  Accordingly, the Offer is not available to
investors located in Italy that do not qualify as qualified investors
(investitori qualificati), as defined pursuant to Article 100 of the Financial
Services Act and Article 34-ter, paragraph 1, letter b) of the Issuers'
Regulation (Ineligible Italian Investors).  Ineligible Italian Investors may
not tender Notes in the Offer and none of this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the Offer or the
Notes may be distributed or made available to Ineligible Italian Investors. 
Holders or beneficial owners of the Notes that are located in Italy and qualify
as qualified investors (investitori qualificati) can tender Notes for purchase
in the Offer through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29
October 2007, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority. 

United Kingdom.  The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer is not
being made, and such documents and/or materials have not been approved, by an
authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000.  Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom.  The communication of such documents and/or materials as a financial
promotion is only being made to, and may only be acted upon by, those persons
in the United Kingdom falling within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons
who are within Article 43 of the Financial Promotion Order or any other persons
to whom it may otherwise lawfully be made under the Financial Promotion Order. 

France.  The Offer is not being made, directly or indirectly, to the public in
the Republic of France (France).  None of this announcement, the Tender Offer
Memorandum or any other document or material relating to the Offer has been or
shall be distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, acting for their own
account, all as defined in, and in accordance with, Articles L.411-1, L.411-2
and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible
to participate in the Offer.  Neither this announcement nor the Tender Offer
Memorandum have been or will be submitted for clearance to or approved by the
Autorité des Marchés Financiers. 

Belgium. None of this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offer have been submitted to or will be
submitted for approval or recognition to the Belgian Financial Services and
Markets Authority (Autoriteit voor Financiële Diensten en Markten / Financial
Services and Markets Authority) and, accordingly, the Offer may not be made in
Belgium by way of a public offering, as defined in Article 3 of the Belgian Law
of 1 April 2007 on public takeover bids or as defined in Article 3 of the
Belgian Law of 16 June 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated markets, each as
amended or replaced from time to time.  Accordingly, the Offer may not be
advertised and the Offer will not be extended, and none of this announcement,
the Tender Offer Memorandum or any other documents or materials relating to the
Offer (including any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available, directly or
indirectly, to any person in Belgium other than "qualified investors" in the
sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of
placement instruments and the admission to trading of placement instruments on
regulated markets (as amended from time to time), acting on their own account. 
Insofar as Belgium is concerned, this announcement and the Tender Offer
Memorandum have been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Offer.  Accordingly, the
information contained in this announcement and the Tender Offer Memorandum may
not be used for any other purpose or disclosed to any other person in Belgium.