Metsä Board Oyj - Company Announcement

The Board of Directors of Metsä Board has decided on an approximately EUR 100 million share offering

** NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG
KONG, JAPAN, SINGAPORE OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH
SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW ** 

Metsä Board Corporation Stock Exchange Release 26 February 2015 at 2:45 pm



The Offering in brief

  -- Metsä Board Corporation (“Metsä Board” or the “Company”) is offering its
     shareholders a maximum of 27,347,134 new Series B shares (the “New Shares”)
     in proportion to their holding of existing Series A and/or Series B shares
     in the Company at a subscription price of EUR 3.66 per each New Share (the
     “Offering”).
  -- Gross proceeds of approximately EUR 100 million received from the Offering
     will be used to finance the final steps of the Company's transformation
     plan.
  -- The Company grants each of its shareholders one (1) subscription right (the
     “Subscription Right”) for every Series A and/or Series B share they own on
     the record date of the Offering on March 2, 2015 (the ”Record Date”). The
     Company's shares will trade ex-rights as from February 27, 2015.
  -- Subscription period begins on March 5, 2015 and ends on March 23, 2015.
  -- Trading in Subscription Rights begins on March 5, 2015 and ends on March
     17, 2015.
  -- Metsäliitto Cooperative has, together with its subsidiary, irrevocably
     undertaken to subscribe for New Shares to be issued in the Offering in
     proportion to their current holdings in the Company.

The Board of Directors of Metsä Board has today decided to launch the Offering
amounting to approximately EUR 100 million based on the authorization granted
by the Annual General Meeting on March 28, 2012. The aggregate net proceeds to
the Company from the Offering, after deduction of the fees and expenses payable
by the Company, will be approximately EUR 98 million provided that the Offering
is subscribed for in full. The proceeds from the Offering will be used to
finance the final steps of the Company's transformation plan announced on
December 10, 2014. 

Shares will trade ex-rights as from February 27, 2015. The subscription period
will commence on March 5, 2015 and expire on March 23, 2015. The subscription
price is EUR 3.66 per each New Share. Each shareholder of the Company will
receive one (1) Subscription Right for every Series A and/or B shares they hold
on the Record Date, March 2, 2015. Every 12 Subscription Rights will entitle
their holder to subscribe for one (1) New Share (the “Primary Subscription
Right”). In addition, a shareholder of the Company or other investor, who has
subscribed for New Shares by virtue of the Primary Subscription Right, is
entitled to subscribe without rights for New Shares not subscribed for by
virtue of the Primary Subscription Right. No fractions of New Shares will be
allotted. The Subscription Rights are subject to public trading on NASDAQ OMX
Helsinki Ltd (the “Helsinki Stock Exchange”) between March 5, 2015 and March
17, 2015. 

Metsä Board will offer for subscription a maximum of 27,347,134 new Series B
shares. The New Shares to be issued in the Offering represent a maximum of
approximately 8.3 percent of the total number of Series A and Series B shares
and approximately 2.7 percent of the voting rights in the Company prior to the
Offering and a maximum of approximately 7.7 percent of the total number of
Series A and Series B shares and approximately 2.6 percent of the voting rights
in the Company after the Offering. 

The largest shareholder of the Company, Metsäliitto Cooperative, together with
its subsidiary, jointly owning approximately 42.5 percent of the shares and
controlling approximately 62.3 percent of the voting rights in the Company, has
irrevocably undertaken to subscribe for New Shares to be issued in the Offering
in proportion to their current holdings in the Company. 

The New Shares subscribed for in the Offering do not entitle to the proposed
dividend for the financial year 2014 as the record date for the 2014 dividend
distribution, 27 March 2015, is prior to the registration of the New Shares
with the Finnish Trade Register (on or about 31 March, 2015). The New Shares
entitle their holders to full shareholder rights in the Company as of the
registration of the New Shares with the Finnish Trade Register. 

The Company will announce the final result of the Offering on or about March
30, 2015. The detailed terms and conditions of the Offering are attached to
this stock exchange release. 

In relation to the Offering, Metsä Board has submitted a Finnish language
offering circular for the approval of the Finnish Financial Supervisory
Authority, and such offering circular is expected to be published on or about
March 3, 2015. The Finnish language offering circular will be available on
Metsä Board's website www.metsaboard.com/investors/share-offering on or about
March 3, 2015 and at the branch offices of Nordea Bank Finland Plc in Finland
and at the Helsinki Stock Exchange on the week starting March 2, 2015. 

Important dates



·      Board decision on the terms and conditions of         February 26, 2015
the Offering                                                                  
·      Ex-rights date                                        February 27, 2015
·      Record Date                                           March 2, 2015    
·      Offering circular publication (on or about)           March 3, 2015    
·      Subscription period and trading in Subscription       March 5, 2015    
Rights begin                                                                  
·      Trading in Subscription Rights ends                   March 17, 2015   
·      Subscription period ends                              March 23, 2015   
·      Trading in interim shares representing New Shares     March 24, 2015   
begins                                                                        
·      Preliminary result of the Offering announced          March 25, 2015   
(or or about)                                                                 
·      Final result of the Offering announced (on or about)  March 30, 2015   
·      New Shares registered with the Trade Register         March 31, 2015   
(on or about)                                                                 
·      Trading in New Shares begins (on or about)            April 1, 2015    



Nordea Bank Finland Plc will act as the global coordinator of the Offering.
Roschier, Attorneys Ltd acts as the legal counsel for the Company in connection
with the Offering. 



APPENDIX: Terms and conditions of the Offering




METSÄ BOARD CORPORATION



Further information:

Markus Holm, CFO, tel. +358 10 465 4913

Juha Laine, VP, Investor Relations and Communications, tel. +358 10 465 4335



Disclaimer

The Subscription Rights and the New Shares offered by Metsä Board Corporation
will not be and have not been registered under the U.S. Securities Act of 1933
(“Securities Act”), or under any securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold or delivered
within or into the United States, except pursuant to an applicable exemption
of, or in a transaction not subject to, the Securities Act and in compliance
with the applicable securities laws of any state or other jurisdiction of the
United States. The Subscription Rights and the New Shares offered by Metsä
Board Corporation will not be offered in the United States, Australia, Canada,
Hong Kong, Japan, Singapore or South Africa or any other jurisdiction in which
it would not be permissible to honour the exercise of the Subscription Rights
or make an offer of the Subscription Rights or New Shares. This company
announcement does not constitute an offer of or an invitation by or on behalf
of, Metsä Board Corporation, or any other person, to subscribe for or purchase,
any securities. 

The issue, exercise and/or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
and Nordea Bank Finland Plc assume no responsibility in the event there is a
violation by any person of such restrictions. Nordea Bank Finland Plc is acting
exclusively for the Company and no one else in connection with the share issue
and will not regard any other person (whether or not a recipient of this
presentation) as its client in relation thereto and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for giving advice in relation to the share issue or any
arrangement referred to herein. 

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 laws of any such jurisdiction. Investors
must neither accept any offer for, nor acquire, any securities to which this
document refers, unless they do so on the basis of the information contained in
the applicable prospectus published or offering circular distributed by the
Company. 

The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area other than Finland and Sweden. With
respect to each Member State of the European Economic Area other than Finland
and Sweden and which has implemented the Prospectus Directive (each, a
“Relevant Member State”), no action has been undertaken or will be undertaken
to make an offer to the public of securities requiring publication of a
prospectus in any Relevant Member State. As a result, the securities may only
be offered in Relevant Member States (a) to any legal entity which is a
qualified investor as defined in the Prospectus Directive; or (b) in any other
circumstances falling within Article 3(2) of the Prospectus Directive. For the
purposes of this paragraph, the expression an “offer of securities to the
public” means the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be offered so as to
enable an investor to decide to exercise, purchase or subscribe the securities,
as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State and the expression “Prospectus
Directive” means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member
State and the expression “2010 PD Amending Directive” means Directive
2010/73/EU. 

This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth
entities, and other persons to whom it may lawfully be communicated, falling
within Article 49(2) of the Order (all such persons together being referred to
as “relevant persons”). Any investment activity to which this communication
relates will only be available to and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.

Bifogade filer:

Terms and conditions of the Offering.pdf