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.