Metso Corporation launches consent solicitation from holders of certain notes issued under its EMTN Programme
Metso Corporation's stock exchange release on May 31, 2013 at 10:15 a.m. local time
Metso Corporation announces the launch of a consent solicitation process to
solicit consents and waivers from the holders of the outstanding notes of
certain series of notes issued pursuant to its EMTN Programme to pass an
extraordinary resolution at a separate meeting of noteholders of each such
series to sanction (a) the waiver and authorisation of any breach or any alleged
breach of certain of the terms and conditions of the notes and (b) waivers in
respect of certain statutory rights that such noteholders may have under Finnish
law, in each case, as may be caused by, or arise in respect of, the proposed
demerger of Metso's Pulp, Paper and Power businesses into an independent
company.
The details of the consent solicitation are more fully described in the attached
Luxembourg Stock Exchange "Launch Notice" and the Consent Solicitation
Memorandum referred to therein.
Disclaimer
This announcement must be read in conjunction with the Consent Solicitation
Memorandum. 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.
Neither this announcement nor the Consent Solicitation Memorandum constitutes an
invitation to participate in the consent solicitation in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make such invitation
or for there to be such participation under applicable securities laws. The
distribution or publication of this announcement or of the Consent Solicitation
Memorandum in certain jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Consent Solicitation Memorandum comes are
required by Metso Corporation to inform themselves about, and to observe, any
such restrictions.
Metso is a global supplier of technology and services to customers in the
process industries, including mining, construction, pulp and paper, power, and
oil and gas. Our 30,000 professionals based in over 50 countries contribute to
sustainability and deliver profitability to customers worldwide. Metso's shares
are listed on the NASDAQ OMX Helsinki Ltd.
www.metso.com, www.twitter.com/metsogroup
Further information, please contact:
Minna Helppi, SVP, Group Treasurer, Metso Corporation, tel +358 20 484 3195
Metso Corporation
Harri Nikunen
CFO
Juha Rouhiainen
VP, Investor Relations
Distribution:
NASDAQ OMX Helsinki Ltd
Media
www.metso.com
Attachment:
Luxembourg Stock Exchange "Launch Notice"
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED
OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
This announcement contains important information which should be read carefully
before any decision is made with respect to the Proposal (as defined below) and
must be read in conjunction with the Consent Solicitation Memorandum (as defined
below). Any individual or company whose Notes (as defined below) are held by a
broker, dealer, bank, custodian, trust company or other nominee must contact
such entity and instruct such entity, as the holder of such Notes, to consent in
accordance with the customary procedures of Euroclear or Clearstream (as defined
in the Consent Solicitation Memorandum), as applicable. Any Noteholder (as
defined below) who is in doubt as to what action to take should contact an
independent professional adviser for advice on the merits of the Proposal
including, without limitation, the tax consequences thereof.
Neither this announcement nor the Consent Solicitation Memorandum constitutes an
invitation to participate in the Proposal in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make such invitation or for there
to be such participation under applicable securities laws. The distribution of
this announcement or of the Consent Solicitation Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are required by the
Issuer, the Solicitation Agents, the Tabulation Agent and the Fiscal Agent (each
as defined below) to inform themselves about, and to observe, any such
restrictions.
Announcement of solicitation of consents by
METSO CORPORATION
(incorporated with limited liability in the Republic of Finland)
(the "Issuer")
in respect of the outstanding
Series 13 USD 150,000,000 Index-Linked Notes due 8 February 2018 (ISIN:
XS0346152332; Common Code: 034615233)
Series 16 USD 75,000,000 Index-Linked Notes due 10 April 2018 (ISIN:
XS0357341394; Common Code: 035734139)
(together, the "USD Notes")
Series 20 EUR 40,000,000 Fixed Rate Notes due 13 May 2018 (ISIN: XS0626477524;
Common Code: 062647752)
Series 20 EUR 300,000,000 7.250 per cent. Notes due 10 June 2014 (ISIN:
XS0432617891; Common Code: 043261789)
Series 22 EUR 100,000,000 Fixed Rate Notes due 27 June 2022 (ISIN: XS0795500437;
Common Code: 079550043)
Series 23 EUR 400,000,000 2.750 per cent. Notes due 4 October 2019 (ISIN:
XS0838968849; Common Code: 083896884)
(together, the "Euro Notes")
Series 21 SEK 300,000,000 Floating Rate Notes due July 2018 (ISIN: XS0643372468;
Common Code: 064337246)
(the "SEK Notes")
issued under its €1,500,000,000 Euro Medium Term Note Programme
(each a "Series" and the USD Notes, the Euro Notes and the SEK Notes, and
together, the "Notes")
Helsinki, 31 May 2013
Metso Corporation hereby announces the launch of a consent solicitation (the
"Consent Solicitation") to solicit consents from the beneficial holders of the
outstanding Notes of each Series (the "Noteholders") to consider and, if thought
fit, pass an extraordinary resolution at a separate meeting of Noteholders of
each Series (each a "Meeting" and together, the "Meetings") to sanction (a) the
waiver and authorisation of any breach or any alleged breach of certain of the
terms and conditions of the Notes and (b) certain waivers in respect of certain
statutory rights that such Noteholders may have under Finnish law, in each case
as may be caused by, or arise in respect of, the proposed Demerger (as defined
below), all as more fully described in the Consent Solicitation Memorandum (as
defined below) (the "Proposal").
The Consent Solicitation is being made on the terms and subject to the
conditions set out in the Consent Solicitation Memorandum dated as of the date
hereof (the "Consent Solicitation Memorandum"). Capitalised terms used in this
announcement but not defined have the meanings given to them in the Consent
Solicitation Memorandum.
The board of directors of the Issuer proposes that the Issuer shall demerge in a
partial demerger (the "Demerger") to the effect that all assets, debts and
liabilities of the Issuer which relate to its pulp, paper and power businesses
shall transfer, without liquidation, to a company to be incorporated in the
demerger ("Valmet Corporation"), in the manner set forth in the demerger plan
dated 31 May 2013 (the "Demerger Plan"). A copy of the Demerger Plan, including
appendices, is set out in Appendix 1 to the Consent Solicitation Memorandum.
The Demerger shall be carried out in compliance with the provisions of Chapter
17 of the Finnish Companies Act (624/2006, as amended) (the "Finnish Companies
Act"), and Section 52 c of the Finnish Business Income Tax Act (360/1968, as
amended).
Terms of the Proposal
Among other things, the Issuer is requesting that the Noteholders of each Series
of Notes sanction:
1. (a) the irrevocable and unconditional waiver and authorisation of any
breach or any alleged breach whether caused by the threat of, in anticipation
of, in connection with, or as a result of, the proposed Demerger, of the
following Conditions of each such Series:
(i) Condition 13(c)(ii) (Cross-default of Issuer or Material Subsidiary);
and
(ii) Condition 13(f)(iv) (Insolvency etc) (insofar as the Demerger
contemplates the cessation of a substantial part of the Issuer's business);
(b) the irrevocable and unconditional waiver and authorisation of any
breach or any alleged breach whatsoever of any other obligation under or in
respect of the Notes which may be breached or may be capable of being breached
by the threat of, in anticipation of, in connection with, or as a result, of the
proposed Demerger;
(c) all other consequential changes to the Conditions as are necessary
for or expedient to the waivers set out above in paragraphs (a) and (b) above;
and
2. (a) the irrevocable and unconditional waiver of their statutory right to
object to the Demerger pursuant to Chapter 17, Section 6 of the Finnish
Companies Act;
(b) the irrevocable and unconditional waiver of any and all of the rights
that they may have to make claims against Valmet Corporation after the Effective
Date on the basis of any actual or alleged Secondary Demerger Liability with
respect to the Notes;
(c) an acknowledgement and agreement that, with effect from the Effective
Date, Valmet Corporation shall not have any obligations or liability whatsoever
towards the Noteholders under or in relation to such Series of Notes.
The Meetings of Noteholders of each Series (starting with the Series 13 Notes)
will start at 11 a.m. (London time) on 24 June 2013, with subsequent Meetings in
respect of each other Series (in order of ascending series number) being held at
five (5) minutes intervals thereafter or after the completion of preceding
Meeting (whichever is later), in each case at the office of White & Case LLP, 5
Old Broad Street, London EC2N 1DW, United Kingdom.
Instruction Fees:
In relation to each Series of Notes, Noteholders who submit or deliver
Electronic Voting Instructions voting in favour of an Extraordinary Resolution
(i) prior to the Early Instruction Deadline (as set out below) shall be eligible
to receive an amount equal to 0.45 per cent. of the principal amount of the
Notes which are the subject of the Electronic Voting Instruction (the "Early
Instruction Fee") and (ii) after the Early Instruction Deadline but prior to the
Late Instruction Deadline (as set out below) shall be eligible to receive an
amount equal to 0.10 per cent. of the principal amount of the Notes which are
the subject of the Electronic Voting Instruction (the "Basic Instruction Fee"),
subject in each case to the relevant Extraordinary Resolution being duly
passed. Noteholders who submit or deliver Electronic Voting Instructions after
the Early Instruction Deadline will not be eligible to receive the Early
Instruction Fee and Noteholders who submit or deliver Electronic Voting
Instructions after the Late Instruction Deadline will not be eligible to receive
the Basic Instruction Fee.
Noteholders who deliver voting instructions other than by way of Electronic
Voting Instructions or who deliver Electronic Voting Instructions voting against
the Extraordinary Resolution and/or deliver Electronic Voting Instructions after
the relevant Fee Instruction Deadline will not be eligible to receive the
relevant Instruction Fee. Noteholders who attend the Meeting(s) in person or by
proxy will not be eligible to receive the relevant Instruction Fee.
Indicative Timeline
Event Date and Time
Announcement of the Proposal and Notices 31 May 2013
of Meetings to be given to Noteholders of
each Series of Notes. Consent
Solicitation Memorandum made available at
the offices of the Issuer and the
Tabulation Agent.
Early Instruction Deadline - latest time 4 p.m. (London time) on 14 June 2013
and date for receipt by the Tabulation
Agent of Electronic Voting Instructions
in order for Noteholders to be eligible
to receive the Early Instruction Fee
Late Instruction Deadline - latest time 4 p.m. (London time) on 20 June 2013
and date for receipt by the Tabulation
Agent of Electronic Voting Instructions
in order for Noteholders to be eligible
to receive the Basic Instruction Fee
Time and date of the Meetings The first Meeting (for the Series 13
Notes) will start at 11 a.m. (London
time) on 24 June 2013, with subsequent
Meetings in respect of each other
Series (in order of ascending series
number) being held at five (5) minutes
intervals thereafter or after the
completion of preceding Meeting
(whichever is later)
Notice of the results of the Meetings As soon as reasonably practicable
intended to be given to Noteholders for following the relevant Meeting
Series of Notes for which the Meetings
were quorate
If an Extraordinary Resolution is passed
at any Meeting:
Settlement Date (in respect of a Meeting 27 June 2013
that was not adjourned) for payment of
Instruction Fees to Noteholders who have
submitted or delivered Electronic Voting
Instructions by the relevant Fee
Instruction Deadline and have not (except
in the limited circumstances as permitted
herein) subsequently revoked or amended
such instructions
If any Meeting is adjourned, the times
and dates set out above will be amended
in the manner set out in the Consent
Solicitation Memorandum
Voting and Quorum
To be passed at a Meeting, an Extraordinary Resolution requires a majority of
not less than 75 per cent. of the votes cast. If passed, an Extraordinary
Resolution shall be binding on all the Noteholders, whether or not present at
the Meeting, and each of them shall be bound to give effect to it accordingly.
The quorum required at a Meeting of each Series of Notes shall be two or more
persons present in person holding Notes or voting certificates or being proxies
and holding or representing in the aggregate a clear majority in principal
amount of the Notes of the Series in respect of which the Meeting is convened
for the time being outstanding.
If within 15 minutes after the time fixed for the Meeting a quorum is not
present, the Meeting shall stand adjourned to such date, being not less than 14
days nor more than 42 days later, and to such place as the chairman may
decide. At least 10 days' notice of an adjourned Meeting shall be given, in
the same manner as for the original Meeting. Notice of the adjourned meeting
shall state the quorum required at the adjourned meeting.
At any adjourned Meeting, the quorum shall be two or more persons present in
person holding Notes or voting certificates or being proxies (whatever the
principal amount of the Notes so held or represented) shall form a quorum and
may pass any resolution and decide upon all matters which could properly have
been dealt with at the original Meeting had a quorum been present at such
meeting.
If the Meeting is adjourned for lack of quorum, it is the intention of the
Issuer to arrange for a notice convening the adjourned Meeting to be held as
soon as reasonably practicable (in accordance with the Meeting Provisions (as
defined herein)) following such adjournment.
Electronic Voting Instructions given and voting certificates obtained by
Noteholders in respect of the Meeting shall remain valid for such adjourned
Meeting unless, in the case of Electronic Voting Instructions, revoked or
amended in the limited circumstances permitted herein or, in the case of voting
certificates, surrendered not less than 48 hours before the time appointed for
any adjourned meeting.
Further Details of the Consent Solicitation
Danske Bank A/S, Merrill Lynch International and Skandinaviska Enskilda Banken
AB (publ) are acting as Solicitation Agents and Lucid Issuer Services Limited is
acting as Tabulation Agent.
Noteholders may, at any time during normal business hours on any weekday
(Saturdays, Sundays and bank and other public holidays in the relevant
jurisdiction excepted) prior to the Meetings, inspect copies of the Consent
Solicitation Memorandum at the specified offices of the Issuer and the
Tabulation Agent set out below.
Any questions regarding the terms of the Proposal or the Consent Solicitation
may be directed to the Issuer, the Tabulation Agent and the Solicitation Agents
at the addresses and telephone numbers specified below:
The Issuer is:
METSO CORPORATION
Fabianinkatu 9 A
FI-00101 Helsinki
Finland
Telephone: +358 20 484 100
Email: minna.helppi@metso.com / henry.lindqvist@metso.com
Facsimile: +358 20 484 3141
Attention: Minna Helppi / Henry Lindqvist
The Solicitation Agents are:
Danske Bank A/S
2-12 Holmens Kanal
DK - 1092 Copenhagen K
Denmark
Telephone: +45 45 14 39 64
Email: r3775dcm@danskebank.dk
Facsimile: +45 45 14 91 97
Attention: 3775 Debt Capital Markets
MERRIL LYNCH INTERNATIONAL
2 King Edward Street
London EC1A 1HQ
United Kingdom
For information by telephone: +44 207 995 3715 / 2324
Email: john.m.cavanagh@baml.com / tommaso.gros-pietro@baml.com
Attention: Liability Management - John Cavanagh / Tommaso Gros-Pietro
Skandinaviska Enskilda Banken AB (publ)
Kungsträdgårdsgatan 8
10640 Stockholm
Sweden
Telephone: +46 8 506 232 18
Email: liabilitymanagement@seb.se
Facsimile: +46 8 763 83 80
Attention: EMTN Desk
The Tabulation Agent is:
LUCID ISSUER SERVICES LIMITED
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 (0) 20 7704 0880
Email: metso@lucid-is.com
Attention: Thomas Choquet / Victor Parzyjagla
The Fiscal Agent and the Paying Agent is:
CITIBANK, N.A.
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +353 1 622 0866
Email: ppapayments@citi.com
Facsimile: +353 1 622 2210
Attention: PPA Payments
DISCLAIMER:
The Solicitation Agents and the Tabulation Agent do not take any responsibility
for the contents of this announcement or the Consent Solicitation Memorandum.
None of the Solicitation Agents or the Tabulation Agent, nor any of their
respective affiliates, makes any recommendation to Noteholders as to whether or
not to agree to the Proposal or to vote in favour of the Extraordinary
Resolution.
