TEOLLISUUDEN VOIMA OYJ - Tender Offer - Final Results

TEOLLISUUDEN VOIMA OYJ ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER

31 MAY 2023

Full announcement including disclaimers and offer restrictions available via luxse

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"Results as at the Expiration Deadline

The Offer expired at 5:00 p.m. CEST on 30 May 2023 (the "Expiration Deadline"). The Issuer hereby informs Noteholders that the aggregate principal amount of Notes validly offered for purchase by Noteholders was EUR 208,152,000. The Issuer will accept all valid Tender Instructions pursuant to the Offer, subject to the conditions contained in the Tender Offer Memorandum.

Purchase Price

The Purchase Price for the Notes will equal (a) the value of all remaining payments of principal and interest on the Notes up to and including the maturity date of the Notes, discounted to the Settlement Date at a discount rate equal to the Repurchase Yield, minus (b) Accrued Interest and rounded to the third decimal place (with 0.0005 being rounded upwards).

Subject to satisfaction of the New Financing Condition, the settlement of the Offer is expected to take place on 2 June 2023. Details of (i) the Purchase Price, Repurchase Yield, the Benchmark Rate and Accrued Interest; (ii) the aggregate principal amount of the Notes validly tendered pursuant to the Offer; and (iii) the aggregate principal amount of Notes accepted for purchase pursuant to the Offer are set out in the table below:"

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Teollisuuden Voima Oyj (TVO) has priced a EUR 600 million bond and announced a tender offer for its Eurobond maturing in May 2024. TVO has launched a EUR 600 million seven-year bond with an annual coupon of 4.75 percent

23 MAY 2023

Full announcement including disclaimers and offer restrictions available via luxse

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"The bond will be issued under the Company’s EMTN programme and will be listed on the Luxembourg Stock Exchange.

The proceeds will be used for financing the tender offer and general corporate purposes.

On 22 May 2023, TVO announced that it has made an invitation to holders of its outstanding EUR 400 million 2.00 percent Notes due 8 May 2024 (XS1816329418) to tender their Notes for purchase by TVO for cash. TVO proposes to accept any-and-all of the outstanding Notes for purchase. The tender offer is made on the terms and subject to the conditions as set out in the Tender Offer Memorandum dated 22 May 2023."

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TEOLLISUUDEN VOIMA OYJ ANNOUNCES INVITATIONS FOR OFFER TO TENDER NOTES FOR PURCHASE FOR CASH

22 MAY 2023

Full announcement including disclaimers and offer restrictions available via luxse

"Teollisuuden Voima Oyj (the "Issuer") hereby announces its invitation (subject to the Offer and Distribution Restrictions and the New Financing Condition) to eligible holders (the "Noteholders") of its outstanding EUR 400,000,000 2.000 per cent. Notes due 8 May 2024 (ISIN: XS1816329418) (the "Notes") to tender their Notes for purchase by the Issuer for cash (the "Offer")."

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"The Issuer proposes to accept any and all of the Notes for purchase on the terms and subject to the conditions contained in the Tender Offer Memorandum.

The Offer of Notes for purchase may only be made by the submission of a valid Tender Instruction. The acceptance of Notes for purchase pursuant to the Offer is conditional on the satisfaction of the New Financing Condition. The "New Financing Condition" is the successful completion (including the receipt of funds on or on behalf of the Issuer), in the determination of the Issuer, of the issue of the new Euro-denominated notes (the "New Notes") issued under its EUR 5,000,000,000 Euro Medium Term Note Programme, on terms satisfactory to the Issuer (in its sole discretion), in order to enable it to finance, in whole or in part, the Notes validly tendered and accepted for purchase pursuant to the Offer."

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"Rationale for the Offer

The purpose of the Offer is to provide liquidity to Noteholders and it is being made as part of the Issuer's active management of its balance sheet. The Offer, in conjunction with the planned issuance of the New Notes, is intended to pro-actively manage the Issuer's upcoming redemptions and to lengthen and diversify its debt maturity profile.

Notes purchased by the Issuer pursuant to the Offer will be cancelled and will not be re-issued or re-sold. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding."