Repola Ltd issued an aggregate amount of 161.5 million euro (FIM 960 million) of convertible bonds in 1994 of which 121,747,889.39 euro have been converted into 5,646,264 shares. Respectively 39,712,550.56 euros have not been converted and may be converted into maximum 1,841,736 new shares. Under section 11 of the terms and conditions of the issue, the company has the right to redeem the bonds at par together with any interest accrued to the date of such redemption, at any time on or after 25 March, 1998. The redemption date is 28 February, 2003 and the bondholders who wish to exercise their right of conversion instead of the aforesaid redemption, must request conversion no earlier than 2 January, 2003 and no later than 18 February, 2003.
Redemption on 28 February, 2003
UPM-Kymmene has decided to call the bonds for redemption according to terms and conditions of the bonds. The redemption date is 28 February, 2003. The company will redeem the bonds at par and interest accrued to the date of redemption, due at the asset management branches of Nordea Bank Finland Plc and Sampo Bank plc branch offices offering banking services against the surrender of the bonds starting on the redemption date, however not later than within five (5) years from such redemption date. No interest shall accumulate on the principal amount of the bonds after 28 February, 2003.
Conversion period from 2 January, 2003 to 18 February, 2003
If bondholders wish to exercise their right of conversion instead of the aforesaid redemption, they must request conversion no earlier than 2 January, 2003 and no later than 10 days prior to the redemption date or on 18 February, 2003 at the latest by surrendering the bonds at the asset management branches of Nordea Bank Finland Plc or Sampo Bank plc branch offices offering banking services. If any bonds have not been surrendered for conversion by 18 February, 2003 as described above, bondholders will lose their conversion rights, but have the right of repayment of the principal of the loan at par including interest accrued until 28 February, 2003.
For one convertible bond, nominal value 1,681.88 euros (FIM 10,000), bondholders receive 78 UPM-Kymmene Corporation shares. The price quoted for UPM-Kymmene shares is at the moment considerably above the conversion price EUR 21.56. We wish to bring this to bondholders´ attention before they decide on either conversion into shares or redemption of the bonds at par.
Entering into the trade register and trading of the new shares
According to terms and conditions of the bonds the new shares obtained through conversion shall first rank for dividend for the year 2003 and for voting and other rights as soon as the corresponding increase in the share capital has been entered into the trade register. After the conversions have been effected the new shares will be registered. Thereafter the shares are entered as a new series on the book-entry accounts of the shareholders.
An application will be made to trade the new shares as a separate series on the Helsinki Exchanges. The new shares will be combined with the existing series after the record date for the payment of dividend for the year 2002 or on or about 25 March, 2003.
If all bondholders use their right of conversion, the number of shares increases by a maximum of 1,841,736 shares and share capital by a maximum of 3,130,951.20 euro. The total number of shares will increase to a maximum of 261,957,711 shares and the share capital to maximum 445,328,108.70 euro.
For further information, please contact:
Mr Kari Toikka, Executive Vice President and CFO, UPM-Kymmene, tel. +358 204 15 0014
Board of Directors
17 December, 2002