Neste announces final tender offer results

Neste Corporation
Stock Exchange Release
31 May 2017 at 3.30 pm (EET)

Neste announces final tender offer results

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 today the final results of the invitation to the holders of its 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") 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"). Capitalised terms used in this release but not defined have the meanings given to them in the Tender Offer Memorandum.

At the Expiration Deadline of 4:00 p.m. (Finnish time) on 30 May 2017, valid Tender Instructions of EUR 252,753,000 in aggregate nominal amount of 2019 Notes and EUR 178,700,000 in aggregate nominal amount of 2022 Notes were received pursuant to the Tender Offers.

The Company announces that (subject to satisfaction or waiver of the New Issue Condition on or prior to the Settlement Date) it will accept for purchase EUR 252,753,000 in aggregate nominal amount of the 2019 Notes and EUR 178,700,000 in aggregate nominal amount of 2022 Notes (the "2022 Final Acceptance Amount") pursuant to the Tender Offers.

Accordingly, pursuant to the terms and conditions of the Tender Offer Memorandum, all valid tenders will be accepted in full with no proration of 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 is equal to 105.989 per cent. of the nominal amount of the 2022 Notes based on the 2022 Purchase Yield of 0.840 per cent., which is the sum of the 2022 Purchase Spread of 70 basis points and the 2022 Interpolated Mid Swap Rate of 0.140 per cent. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.

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 Settlement Date is expected to be 7 June 2017.  All Notes purchased by the Company pursuant to the Tender Offers will be cancelled. Notes which have not been validly tendered and accepted for purchase pursuant to the Tender Offers will remain outstanding.

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

Important Information

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.