Stock Exchange Release
18 May 2017 at 1.30 pm (EET)
Neste Corporation Considers Issuance of New Notes and Announces Tender Offers of its Outstanding Notes Maturing in September 2019 and March 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NEW NOTES , THE TENDER OFFERS OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Neste Corporation (the "Company") announces its intention to issue new euro-denominated fixed rate notes (the "New Notes"). The Company also announces today that it invites the holders of the EUR 400,000,000 4.00 per cent. notes due 18 September 2019 (ISIN: FI4000047360) (the "2019 Notes") and EUR 500,000,000 2.125 per cent. notes due 17 March 2022 (ISIN: FI4000148671) (the "2022 Notes", and together with the 2019 Notes, the "Notes"), issued by the Company, to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 18 May 2017 (the "Tender Offer Memorandum") (the "Tender Offers").
The Company proposes to accept for purchase in the Tender Offers (i) any and all of the 2019 Notes validly tendered and (ii) the 2022 Notes up to an aggregate nominal amount of EUR 400,000,000 less the nominal principal amount of the 2019 Notes validly tendered and accepted for purchase pursuant to the 2019 Tender Offer, although the Company reserves the right, in its sole discretion, to decide on the acceptance of the Notes, including not to accept any Notes. Acceptance of the 2019 Notes will not be subject to any pro rata scaling. If the Company decides to accept for purchase valid tenders of the 2022 Notes pursuant to the 2022 Tender Offer and the aggregate principal amount of the 2022 Notes validly tendered pursuant to the 2022 Tender Offer is greater than the amount subject to the 2022 Tender Offer (the "2022 Final Acceptance Amount"), the Company intends to accept such 2022 Notes for purchase on a pro rata basis.
Whether the Company will accept for purchase any Notes validly tendered in the Tender Offers is subject (unless such condition is waived by the Company on its sole and absolute discretion), without limitation, to the completion of the issue the New Notes.
The purchase price of the 2019 Notes is EUR 1,091.29 per EUR 1,000.00 in nominal amount of the 2019 Notes. The purchase price of the 2022 Notes will be based on the 2022 interpolated mid swap rate + 70 bps. The 2022 purchase price will be determined at the pricing time on the pricing date in accordance with market convention and as outlined in the Tender Offer Memorandum. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.
The offer period begins on 18 May 2017 and expires at 4:00 p.m. (Finnish time) on 30 May 2017. The indicative tender offer results will be announced on 31 May 2017. The pricing date and pricing time of the 2022 Tender Offer will be on 31 May 2017 at or around 12:00 p.m. (Finnish time), and the final tender offer results and completion date will be announced as soon as feasible after the pricing time on or about 31 May 2017. The settlement date is expected to be 7 June 2017 and will in no case be later than 16 June 2017, subject to the completion of the issue of the New Notes.
A noteholder that wishes to subscribe for New Notes in addition to tendering Notes for cash pursuant to the Tender Offers may receive priority in the allocation of the New Notes (the "New Issue Allocation"). The New Issue Allocation may be given for an aggregate nominal amount of New Notes up to the aggregate nominal amount of Notes subject to a noteholder's valid tender instruction, where an allocation of New Notes is also requested. Such tender instruction must relate to a minimum of EUR 100,000 in aggregate nominal amount of Notes in order to comply with the minimum subscription amount of the New Notes. Noteholders should contact the Dealer Manager to obtain its unique reference number in respect of the New Issue Allocation.
If any noteholder wishes to subscribe for New Notes it must make an application to subscribe for such New Notes to any of the Joint Lead Managers of the New Notes. Nordea Bank AB (publ), BNP Paribas and ING Bank N.V act as Joint Lead Managers for the issue of the New Notes.
Nordea Bank AB (publ) acts as Dealer Manager and Nordea Bank AB (publ), Finnish Branch acts as Tender Agent for the Tender Offers. Information in respect of the Tender Offers may be obtained from the Dealer Manager: email: NordeaLiabilityManagement@nordea.com / tel: +45 61612996.
For more information, please contact:
Mika Rydman, Vice President and Group Treasurer, Neste, tel. +358 10 458 4710
Olli Kivi, Manager, Corporate Finance, Group Treasury, Neste, tel. +358 10 458 4683
Neste in brief
Neste (NESTE, Nasdaq Helsinki) creates sustainable choices for the needs of transport, businesses and consumers. Our global range of products and services allows customers to lower their carbon footprint by combining high-quality renewable products and oil products to tailor-made service solutions. We are the world's largest producer of renewable diesel refined from waste and residues, and we are also bringing renewable solutions to the aviation and plastics industries. We want to be a reliable partner, whose expertise, R&D and sustainable practices are widely respected. In 2016, Neste's net sales stood at EUR 11.7 billion, and we were on the Global 100 list of the 100 most sustainable companies in the world. Read more: neste.com/en
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Notes 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.
This communication does not constitute an offer of securities for sale in the United States. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This communication does not constitute an offer of New Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Notes. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (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"), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). In addition, this communication is, in any event only directed at persons who are "qualified investors" pursuant to the Prospectus Directive (2003/71/EC, as amended). 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.