UPM-Kymmene Corporation (Kymmene Corporation) convertible bond loan 1993

Archive 23.10.1997 0:00 EEST

The company will exercise its redemption right on 24 November, 1997. The period for conversion into shares will end on 10 November, 1997.
Kymmene Corporation issued a 750 million Finnish markka convertible bond loan in 1993. Under section 7 of the terms and conditions of the issue, the company has the right to redeem the bonds at par and any interest due, when the trade-weighted average daily price of a UPM-Kymmene ordinary share on the Helsinki Stock Exchange has exceeded the conversion price of 97.37 Finnish markka by 40 per cent during 20 out of 30 consecutive trading days or has reached or exceeded 136,32 Finnish markka.
As the above proviso regarding share price and the conditions of the first paragraph of section 7 have been met, UPM-Kymmene hereby announces that the bonds will be redeemed and the redemption date is 24 November, 1997. The company will redeem the bonds at par and pay interest due at selected Merita Bank branches against the surrender of the bonds starting on the redemption date on condition that the trade-weighted average price of the share on the trading day preceding the date of redemption or on 21 November, 1997 is 136.32 Finnish markka at the minimum. No interest shall accumulate on the principal amount of the bond after 24 November, 1997.
The Board of Directors of UPM-Kymmene has decided to extend the period of conversion to 10 November, 1997. If bondholders wish to exercise their right of conversion, they must request conversion no later than 14 days prior to the redemption date, on i.e. 10 November, 1997 at the latest. If conditions for redemption are not met, conversion will not take place, unless a bondholder requests conversion. If any bonds have not been surrendered for conversion as described above, bondholders will lose their right to conversion but retian their right to receive the principal of the loan including interest accrued until 24 November, 1997, providing that conditions for redemption are met.
For one convertible bond, nominal value 10,000 Finnish markka, bondholders receive 102.7 UPM-Kymmene shares. If upon conversion a bondholder is to receive a fraction of a share, he shall be paid a corresponding sum of cash to be determined based upon the closing price of a UPM-Kymmene ordinary share on the preceding trading day. When a bondholder converts several bonds into shares, fractions of a share shall be determined only from the total number of bonds converted.
The price of a UPM-Kymmene share is at the moment considerably above the conversion price of 97.37 Finnish markka. We wish to bring this to bondholders´% attention before they decide on either a conversion into shares or redemption of their bonds at par.
If all bondholders exercise their right of conversion, the number of shares will increase by a maximum of 7,696,954 and the share capital by a maximum of 76,969,540 Finnish markka. This would save UPM-Kymmene 62 million Finnish markka annually in interest payment.