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Listing prospectus for Tornator Oyj's EUR 350 million green notes available; listing application submitted

·5-min read

Tornator Oyj Stock Exchange Release 15.10.2020 at 12.00 EET


Listing prospectus for Tornator Oyj's EUR 350 million green notes available; listing application submitted

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, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Tornator Oyj ("Tornator") announced on 7 October 2020 its decision to issue senior secured green notes of EUR 350 million (the "Green Notes"). The Green Notes were issued on 14.10.2020. The Green Notes will mature on 14.10.2026 and carry a fixed interest at the rate of 1.25 per cent. per annum.

The Finnish Financial Supervisory Authority has today approved the listing prospectus of the Green Notes (the "Listing Prospectus"). The Listing Prospectus is available in English on Tornator's website at www.tornator.fi/en/investors/.

Tornator has today submitted an application for the Green Notes to be admitted to trading on the official list of sustainable bonds of Nasdaq Helsinki Ltd. Trading on the Green Notes is expected to commence on or about 19 October 2020 under the trading code "TORJ125026".

Danske Bank A/S, OP Corporate Bank plc and Skandinaviska Enskilda Banken AB (publ) act as Joint Lead Managers for the issue of the Green Notes (the "Joint Lead Managers").

Further information:

Antti Siirtola, CFO, tel. +358 40 773 0975

Henrik Nieminen, CEO, tel. +358 40 869 7613

www.tornator.fi/en

Tornator is a leading company specialised in sustainable forestry in Europe. It owns forests in Finland, Estonia and Romania. In 2019, the Group’s net sales were some €106 million, and the balance sheet value was about €1.8 billion. The Group has around 180 employees. Tornator's own employees, and other companies and their employees working on its forestland, add up to around 1,000 person/years of employment. The owners of the parent company are Finnish, mainly institutional investors. Tornator's mission is to generate sustainable well-being from forests.

Disclaimer

This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of Tornator. The distribution of this release and the related material concerning the issuance of the Green Notes may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the Green Notes, or otherwise to permit a public offering of the Green Notes, in any jurisdiction. Any offering material or documentation related to the Green Notes may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such offering material or documentation may not 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. In particular, this release and any such offering material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which it would not be permissible to offer the Green Notes and this release and any related material concerning the issuance of the Green Notes may not be sent to any person in the before mentioned jurisdictions. The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell any of Tornator's securities, including the Green Notes, to any person in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. Neither Tornator nor the Joint Lead Managers, or their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Tornator's securities, including the Green Notes, are aware of such restrictions.

The Green Notes have not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. The Green Notes may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such terms are defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

The information provided in this release and any offer materials relating to the Green Notes is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000, as amended, do not apply and are solely directed at persons in the United Kingdom who (a) 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”) or (b) persons falling within Article 49(2)(a) to (d) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as “relevant persons”). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.



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