Neste Corporation Announces Tender Offer of its Outstanding Notes Maturing in June 2024 and Considers Issuance of New Notes

Neste Corporation, Stock Exchange Release / Insider Information (notes), 6 March 2023 at 3 pm (EET)

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 OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Neste Corporation (the “Company”) announces today that it invites the holders of the EUR 400,000,000 1.50 per cent. notes due June 2024 (ISIN: FI4000261201) (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 6 March 2023 (the “Tender Offer Memorandum”) (the “Tender Offer”). The Company also announces its intention to issue new euro-denominated fixed rate notes (the “New Notes”). 

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum. Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer.

Amount subject to the Tender Offer

The Company proposes to accept for purchase in the Tender Offer Notes up to an aggregate nominal amount of EUR 200,000,000 validly tendered, although the Company reserves the right, in its sole discretion, to decide on the acceptance of the Notes, including not to accept any Notes. If the Company decides to accept for purchase valid tenders of the Notes pursuant to the Tender Offer and the aggregate nominal amount of the Notes validly tendered pursuant to the Tender Offer is greater than the amount subject to the Tender Offer (the “Final Acceptance Amount”), the Company intends to accept such Notes for purchase on a pro rata basis.

Whether the Company will accept for purchase any Notes validly tendered in the Tender Offer 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.

Purchase Price

The Company will pay for each of the Notes validly tendered and accepted by it for purchase pursuant to the Tender Offer a price (the “Purchase Price”) to be determined by the Dealer Manager as outlined in the Tender Offer Memorandum by reference to the sum of the Purchase Spread and the Interpolated Mid Swap Rate (such sum, the “Purchase Yield”). Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.

The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes accepted for purchase pursuant to the Tender Offer, and is intended to reflect a yield to maturity of the Notes on the Settlement Date based on the Purchase Yield. Specifically, the Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Notes up to and including the scheduled maturity date of the Notes, discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) Accrued Interest.

Priority in Allocation of the New Notes 

The Company intends, in connection with allocations of the New Notes, to consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated a firm intention to tender Notes pursuant to the Tender Offer, and, if so, the aggregate nominal amount of Notes tendered or intended to be tendered by such investor. When considering allocations of any New Notes, the Company may give preference to those investors who, prior to such allocation, have tendered, or indicated to the Company or the Dealer Manager their firm intention to tender, Notes. However, the Company is not obliged to allocate any New Notes to an investor which has validly tendered or indicated a firm intention to tender Notes pursuant to the Tender Offer. Please refer to the Tender Offer Memorandum for further information.

If any noteholder wishes to subscribe for New Notes it must make an application to subscribe for such New Notes to any of the managers of the issue of the New Notes.

To request priority in allocation of the New Notes, a noteholder should contact any manager of the issue of the New Notes.

The pricing of the New Notes is expected to take place prior to the Expiration Deadline and, as such, Noteholders are advised to contact any manager of the issue of the New Notes as soon as possible prior to the Expiration Deadline in order to request priority in allocation of the New Notes as described above.

Indicative Timetable

The offer period begins on 6 March 2023 and expires at 4:00 p.m. (Finnish time) on 13 March 2023. The pricing date and pricing time of the Tender Offer will be on 14 March 2023 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 14 March 2023. The settlement date is expected to be 16 March 2023 and will in no case be later than 23 March 2023, subject to the completion or waiver of the issue of the New Notes.

Nordea Bank Abp acts as Dealer Manager and Tender Agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from the Dealer Manager: email: NordeaLiabilityManagement@nordea.com / tel: +45 6136 0379.

Neste Corporation

Susanna Sieppi
Vice President, Communications

Further information: With media inquiries, please contact Neste’s media service, tel. +358 800 94025 / media@neste.com  (weekdays from 8.30 a.m. to 4.00 p.m. EET).
With other inquiries, please contact Vice President, Group Treasurer and Chief Risk Officer Katariina Perkkiö, tel. +358 504 581 492. 
Olli Kivi, Funding Manager, Group Treasury, Neste, tel. +358 50 458 4683

Neste in brief

Neste (NESTE, Nasdaq Helsinki) creates solutions for combating climate change and accelerating a shift to a circular economy. We refine waste, residues and innovative raw materials into renewable fuels and sustainable feedstock for plastics and other materials. We are the world’s leading producer of sustainable aviation fuel and renewable diesel and developing chemical recycling to combat the plastic waste challenge. We aim at helping customers to reduce their greenhouse gas emissions with our renewable and circular solutions by at least 20 million tons annually by 2030. Our ambition is to make the Porvoo oil refinery in Finland the most sustainable refinery in Europe by 2030. We are introducing renewable and recycled raw materials such as liquefied waste plastic as refinery raw materials. We have committed to reaching carbon-neutral production by 2035, and we will reduce the carbon emission intensity of sold products by 50% by 2040. We also have set high standards for biodiversity, human rights and supply chain. We have consistently been included in the Dow Jones Sustainability Indices and the Global 100 list of the world’s most sustainable companies. In 2022, Neste's revenue stood at EUR 25.7 billion. Read more: neste.com

Important Information

The distribution of this release and the invitation to tender the outstanding Notes is prohibited by law in certain countries. Persons into whose possession this release and/or the Tender Offer Memorandum may come are required to inform themselves about and comply with such restrictions. Neither this release nor the Tender Offer Memorandum may be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction, including Australia, Canada, Hong Kong, Japan, New Zealand, South Africa and the United States. The information contained herein or in the Tender Offer Memorandum shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell the Notes to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. In those jurisdictions where the securities, investor protection or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Manager or any of the Dealer Manager’s affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Manager or its affiliate, as the case may be, on behalf of the Company in such jurisdiction.

United States: The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the Securities Act). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this release, Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees, trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Person and persons receiving this release or the Tender Offer Memorandum must not mail, send, transmit, distribute or forward it or any other documents or materials relating to the Tender Offer in, into or from the United States. Any person accepting the Tender Offer shall be deemed to represent to the Company such person’s compliance with these restrictions. Any purported acceptance of Notes in the Tender Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

United Kingdom: The communication of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Neither this release nor the Tender Offer Memorandum constitute an offer of securities to the public in the United Kingdom. This release and the Tender Offer Memorandum may only be distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release, the Tender Offer Memorandum or any of their respective contents.

Italy: None of the Tender Offer, this release, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy (“Italy”) as exempted offers pursuant to article 101 bis, paragraph 3 bis of the Italian Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35 bis, paragraphs 4 and 7(a) of CONSOB Regulation No. 11971 of 14 May 1999, as amended. 

Noteholders or beneficial owners of the Notes that are resident and/or located in Italy can tender Notes for purchase pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.

France: The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”).  This release, the Tender Offer Memorandum and any other document or material relating to the Tender Offer may be distributed in France only to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129 and in accordance with Articles L.411-1 and L.411-2 of the French Code monétaire et financier.  Neither this release, the Tender Offer Memorandum, nor any other such offering material has been or will be submitted for clearance to nor approved by the Autorité des marchés financiers.

Nothing in this release constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. The New Notes are not being, and will not be, offered or sold in the United States. The New Notes may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the U.S. Securities Act of 1933, as amended (the “Securities Act”). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act). The New Notes are subject to the selling and distribution restrictions set out in the base prospectus prepared in connection with the New Notes (the “Base Prospectus”) and each investor must carefully read the disclaimer as presented in the Base Prospectus and comply with the selling and distribution restrictions set out in the Base Prospectus.