Metsä Board Oyj - Company Announcement

Preliminary results of Metsä Board’s 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 25 March 2015 at 11.30 am EET


Metsä Board Corporation's (the “Company”) EUR 100 million share offering (the
“Offering”) was completed successfully on 23 March 2015. A preliminary
assessment indicates that a total of 38,227,824 Series B-shares were subscribed
for (the “Offered Shares”), representing approximately 139.8 percent of the
27,347,134 Series B-shares offered. Approximately 26,973,713 Series B shares
were subscribed for through the exercise of primary subscription rights
equaling approximately 98.6 percent of all the new shares offered. Demand for
shares in the secondary subscription was approximately 11,254,111 shares
equaling approximately 41.2 percent of all the new shares offered. 

”We are very pleased about the results of the share offering. I would like to
thank our shareholders for your trust and interest in the Company. This share
offering is an important element in completing the Company's transformation to
a leading fresh forest fibre paperboard company,” says CEO Mika Joukio. 

The subscription period for the Offering ended on 23 March 2015 and trading in
interim shares (ISIN code: FI4000148457), representing the shares subscribed
for pursuant to primary subscription rights, commenced on 24 March 2015. The
interim shares will be combined with the Company's ordinary Series B shares
(ISIN code: FI0009000665) when the Offered Shares have been registered with the
Finnish Trade Register, which is expected to occur on or about 31 March 2015.
Trading of the Offered Shares as ordinary Series B shares on the official list
of NASDAQ OMX Helsinki Ltd is expected to start on or about 1 April 2015. The
Offered Shares will carry all ordinary shareholder rights in the Company,
including the right to receive dividends and other distributions of funds, if
any, as of the registration of the Offered Shares with the Finnish Trade
Register. The record date for the 2014 dividend distribution is 27 March 2015
and the dividend is expected to be paid on or about 8 April 2015. Thus, the
Offered Shares do not entitle to the dividend for the financial year 2014. 

In accordance with the terms and conditions of the Offering, the Board of
Directors of the Company will resolve to allocate such Series B shares that
have not been subscribed for pursuant to the primary subscription rights among
the subscribers having made a secondary subscription. The allocation among the
subscribers having made the secondary subscription will be determined per
book-entry account in proportion to the number of subscription rights exercised
by them in accordance with the primary subscription right and, if this is not
possible, by drawing of lots. Series B shares subscribed for pursuant to the
secondary subscription rights are expected to be registered and start to trade
on the official list of NASDAQ OMX Helsinki Ltd as ordinary Series B shares on
31 March 2015 and 1 April 2015. 

Metsä Board expects to publish the final results of the Offering on 30 March
2015, following the approval of the subscriptions by the Board of Directors. 


METSÄ BOARD CORPORATION



For further information, please contact:

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

Juha Laine, Vice President, 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.