Tornator Oyj issues EUR 350 million green notes

Tornator Oyj Stock Exchange release 7 October at 07:00 p.m.

Tornator Oyj issues EUR 350 million green notes

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") issues senior secured green notes in the aggregate principal amount of EUR 350 million (the "Green Notes"). The Green Notes will mature on 14 October 2026 and carry a fixed annual interest of 1.25 per cent. The Green Notes were met with a significant investor demand both from the Nordics and Central-European investors. The issue date for the notes will be on 14 October 2020.

The Green Notes are secured by certain forest properties owned by Tornator which form a dynamic security pool that secures also Tornator's other secured indebtedness.

Tornator shall use the proceeds from the issue of the Green Notes, less the costs and expenses incurred by Tornator in connection with the issue of the Green Notes, in accordance with Tornator's Green Finance Framework, primarily for the refinancing of the EUR 250 million term loan which was drawn in December 2019 for the refinancing of Tornator’s previous secured bond loan at its maturity in December 2019. Tornator will publish an annual Green Finance Investor Letter on its website detailing all the projects financed under the Green Finance Framework, including their expected impacts as well as information about the allocation of Green Finance proceeds between new projects and refinancing. The Green Finance Investor Letter will be reviewed annually by Tornator's external auditor.

"The green bond highlights Tornator's commitment to sustainable forestry and climate responsibility", says Antti Siirtola, Tornator's Chief Financial Officer. "Responsible use of forests, consideration of environmental values and care for biodiversity are part of Tornator's everyday operations. Thus, obtaining green funding was a natural choice for us. The green bond is a continuation to the green bank loan financing agreed in the spring 2020. With these transactions, most of Tornator's debt financing is green."

Tornator will submit an application to have the Green Notes listed on the official list of sustainable bonds of Nasdaq Helsinki Ltd.

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.