Listing prospectus for Tornator Oyj's EUR 300 million green notes available; listing application submitted

Tornator Oyj
Stock Exchange Release, 17 October 2024 at 03.00 PM

Listing prospectus for Tornator Oyj's EUR 300 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, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Tornator Oyj ("Tornator") announced on 10 October 2024 its decision to issue rated senior secured green notes in the aggregate principal amount of EUR 300 million (the "Notes"). The Notes were issued on 17 October 2024. The Notes will mature on 17 October2031 and carry a fixed interest at the rate of 3.75 per cent. per annum. The Green Notes were issued in accordance with Tornator's green finance framework published in April 2023. Moody's Ratings has assigned a Baa3 (stable) credit rating to the Notes.

The Finnish Financial Supervisory Authority has today approved the listing prospectus of the Notes. The listing prospectus is available in English on Tornator's website at https://www.tornator.fi/en/debt-investors/

Tornator has today submitted an application for the Notes to be admitted to trading on the official list of sustainable bonds of Nasdaq Helsinki Ltd. Trading on the Notes is expected to commence on 21 October 2024 under the trading code "TORJ375031".

Tornator shall use the net proceeds from the issue of the Notes in accordance with the Framework towards, among other things, the prepayment of a EUR 200 million green bank loan made available under Tornator's existing loan arrangements and maturing in March 2026.

Danske Bank A/S, OP Corporate Bank plc and Skandinaviska Enskilda Banken AB (publ) have acted as Joint Lead Managers for the issue of the Notes. OP Corporate Bank plc acted as Tornator's rating advisor.

Further information:
Antti Siirtola, CFO, tel. +358 40 773 0975

https://www.tornator.fi/en

Tornator is a leader in sustainable forestry in Europe. It owns forests in Finland, Estonia and Romania. In 2023, the group's turnover was approximately €195 million, and the balance sheet value was about €3.6 billion. The group has around 190 employees. Tornator's own employees, and other companies and their employees working on its forestland, add up to around 1,600 person-years of employment. The owners of the parent company are Finnish, mainly institutional investors. Tornator's mission is to generate sustainable wellbeing from forests.

Important information

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 Notes may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the Notes, or otherwise to permit a public offering of the Notes, in any jurisdiction. Any offering material or documentation related to the 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 or South Africa and any related material concerning the issuance of the Notes may not be sent to any person in the before mentioned jurisdictions.

The Notes have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States. The 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 defined in Regulation S under the Securities Act (“Regulation S”)), except to a person who is not a U.S. Person (as defined in Regulation S) in an offshore transaction pursuant to Regulation S.