Kemira Oyj announces indicative tender offer results

Kemira Oyj
Stock Exchange Release
May 18, 2017 at 8.30 am (CET+1)

Kemira Oyj announces indicative 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 OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Kemira Oyj (the "Company") announces today the indicative results of the invitation by Nordea Bank AB (publ) (the "Offeror") on behalf of the Company to the holders of the outstanding EUR 200,000,000 2.500 per cent Notes due 27 May 2019 (ISIN: FI4000097084) (the "Notes"), issued by the Company, to tender their Notes for purchase by the Offeror for cash (the "Tender Offer").

Capitalised terms used in this release but not defined have the meanings given to them in the Tender Offer Memorandum in respect of the Tender Offer dated 10 May 2017.

At the Expiration Deadline of 4:00 p.m. (Finnish time) on 17 May 2017, valid tender instructions of EUR 165,460,000 in aggregate nominal amount of Notes were received pursuant to the Tender Offer.

The Offeror announces that the non-binding levels at which the Final Acceptance Amount is expected to be set is at an aggregate principal amount of EUR 99,999,000 of the Notes.

Accordingly, valid tenders are expected to be subject to a Proration Factor of 60.464 per cent., rounded down to the nearest EUR 1,000 in accordance with the process described fully in the Tender Offer Memorandum.

The Offeror has reserved the right, in its sole discretion, to decide on acceptance of the Notes, including not to accept any Notes. The acceptance by the Offeror of any Notes is subject to the fulfilment of the New Issue Condition.

As at the date of this release, the New Issue Condition has not yet been fulfilled. The Company will announce the final tender offer results, and simultaneously announce whether the New Issue Condition has been fulfilled or not, as soon as feasible, and no later than 26 May 2017.

Information about the Tender Offer may be obtained from the Offeror and Dealer Manager: Nordea Bank AB (Publ) at email: NordeaLiabilityManagement@nordea.com / tel: +45 61612996.

For more information, please contact:

Kemira Oyj
Pauliina Paatelma, Vice President, Group Treasurer
Tel. +358 40 572 5014

Kemira is a global chemicals company serving customers in water-intensive industries. We provide expertise, application know-how and chemicals that improve our customers' product quality, process and resource efficiency. Our focus is on pulp & paper, oil & gas, mining and water treatment. In 2016, Kemira had annual revenue of around EUR 2.4 billion and 4,800 employees. Kemira shares are listed on the Nasdaq Helsinki Ltd.
www.kemira.com

Important Information
The information contained herein is 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 release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the new notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities for sale in the United States. The new notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This communication does not constitute an offer of new notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the new notes. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons who 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"), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). In addition, this communication is, in any event only directed at persons who are "qualified investors" pursuant to the Prospectus Directive (2003/71/EC, as amended). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.