Scorpio Tankers : $300M 2030 Senior Unsecured Bonds - ISIN NO0013462630

Published: 2025-06-06 10:09:05 ET STNG

Published on 06/06/2025 at 10:09

5 June 2025

This Securities Note (the "Securities Note") has been prepared in connection with listing of the senior unsecured bonds with ISIN NO0013462630 (the "Bonds") issued by Scorpio Tankers Inc. ("Scorpio Tankers" or the "Issuer") on 30 January 2025 and to be listed on the Oslo Stock Exchange on or about 11 June 2025 (the "Listing"). This Securities Note is valid for a period of up to 12 months following its approval by the Financial Supervisory Authority of Norway (Norwegian: Finanstilsynet) (the "Norwegian FSA"). This Securities Note should be read together with the Registration Document, dated 5 June 2025, which together with this Securities Note constitute a prospectus (the "Prospectus"). The Prospectus has been prepared in order to provide information about the Issuer and its business in relation to the Listing and to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (as amended from time to time, the "Norwegian Securities Trading Act") and related secondary legislation, including Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2014/71/EC, as amended and as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act (the "EU Prospectus Regulation"). The Prospectus has been prepared solely in the English language. Prospective investors must make their own assessment as to the suitability of investing in the Bonds.

Only Scorpio Tankers, Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA and Pareto Securities AS (the "Joint Global Coordinators and Joint Bookrunners") and Clarksons Securities AS, Crédit Agricole Corporate and Investment Bank and Nordea Bank Abp, filial i Norge (the "Joint Lead Managers", together with the Joint Global Coordinators and Joint Bookrunners the "Managers"), are entitled to procure information about conditions described in this Securities Note. Information procured by any other person is of no relevance in relation to this Securities Note and cannot be relied on.

Unless otherwise stated, this Securities Note is subject to Norwegian law. In the event of any dispute regarding this Securities Note, Norwegian law will apply.

Copies of this Securities Note are not being mailed or otherwise distributed or sent in or into or made available in the United States or in any other jurisdictions where such is unlawful. This Securities Note is available on Scorpio Tankers's web page. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States or in any other jurisdictions where such is unlawful.

Other than in compliance with applicable United States securities laws, no offers or sales of securities are being made or will be made, directly or indirectly, in the United States. The Bonds will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

In certain other jurisdictions, the distribution of this Securities Note may be limited by law, for example in the United States, Canada, Japan, and in the United Kingdom. Verification and approval of this Securities Note by the Norwegian FSA implies that this Securities Note may on certain terms be used in any EEA country. No other measures have been taken to obtain authorisation to distribute this Securities Note in any other jurisdiction where such action is required. Persons that receive this Securities Note are ordered by Scorpio Tankers and the Managers to obtain information on and comply with such restrictions.

This Securities Note is not an offer to sell or a request to buy bonds. The content of this Securities Note does not constitute legal, financial or tax advice and bondholders should seek legal, financial and/or tax advice.

Copies of this Securities Note can be obtained by contacting the Issuer.

Clause Page

RISK FACTORS 3

Introduction 3

RISKS RELATED TO THE BONDS AND THE BOND TERMS 3

PERSONS RESPONSIBLE 6

Persons responsible for the information 6

Declaration by persons responsible 6

INFORMATION CONCERNING THE SECURITIES 7

Information about Bond Terms 7

Listing of the Bonds 10

Information about the underlying securities 10

NORWEGIAN TAXATION 11

Norwegian Bondholders 11

Foreign Bondholders 11

DEFINITIONS 13

ADDITIONAL INFORMATION 14

The Issuer 14

Legal Advisor 14

The approval of this Prospectus by the Norwegian Financial Supervisory Authority 14

APPENDIX BOND TERMS A1

………………………………………………………………………………………………………………………………………………………………………………………………

The information in this Section is as of the date of this Securities Note.

Investing in the Bonds involves a high degree of risk. Prospective investors should consider carefully all of the information set forth in this Securities Note, and in particular, the specific risk factors set out below. An investment in the Bonds is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. If any of the risks described below materialize, individually or together with other circumstances, they may have a material adverse effect on the Group and its business, financial condition, results of operations, cash flow and/or prospects, which may cause a decline in the value and trading price of the Bonds that could result in a loss of all or part of any investment. The risks and uncertainties described below are not intended to be exhaustive and are not the only ones faced by the Group. Additional risks and uncertainties, including risks that the Group currently believes are less material or likely, or that are not presently known to the Group, may also have a material adverse effect on the value of any investment.

The risk factors described below are presented in a limited number of categories, where each risk factor is sought placed in the most appropriate category based on the nature of the risk it represents. Within each category the risk factors deemed most material for the Group, taking into account their potential negative effect for the Issuer and the Group and the probability of their occurrence, are set out first. This does not mean that the remaining risk factors are ranked in order of their materiality or comprehensibility, nor based on a probability of their occurrence. The absence of negative experience associated with a given risk factor does not mean that the risks and uncertainties in that risk factor are not genuine and potential threats, and they should therefore be considered prior to making an investment decision.

Please also refer to the Registration Document for a listing of Issuer specific risk factors.

For the definitions of capitalised terms used throughout this Securities Note, see Section 5 "Definitions".

Pursuant to the Bond Terms, the Issuer has an obligation to list the Bonds on the Oslo Stock Exchange within 9 months of the issue date. Even if the Bonds are admitted to trading, active trading in the Bonds may not occur and a liquid market for trading in the Bonds may not be available even if the Bonds are listed. Further, if the Issuer fails to comply with the various obligations and standards of conduct which follow the listing of the Bonds, this may lead to the delisting of the Bonds. As a result, Bondholders may find it difficult or impossible to trade their Bonds when desired or at a price level which allows for a profit comparable to similar investments. The liquidity of the Bonds will at all times depend on the market participants' view of the value of the Bonds. Potential investors should note that it may be difficult or even impossible to trade and sell the Bonds in the secondary market. If an active market does not develop or is not maintained, the price and liquidity of the Bonds may be adversely affected.

The Bonds constitute unsecured obligations of the Issuer. The Issuer's payment obligations under the Bond Terms shall rank pari passu between themselves and will rank at least pari passu with all other unsecured obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application). If, upon the Bonds being accelerated, the assets of the Issuer are insufficient to enable it to repay the claims of secured or more senior-ranking creditors in full, the Bondholders will lose their entire investment in the Bonds. If there are sufficient assets to enable the Issuer to pay the claims of secured or more senior ranking creditors in full but insufficient assets to enable it to pay claims in respect of its obligations in respect of the Bonds and all other claims that rank pari passu with the Bonds, Bondholders will lose some or all of their investment in the Bonds.

Generally, claims of creditors of the Issuer's subsidiaries including trade creditors, secured creditors, and creditors holding indebtedness and guarantees issued by such subsidiary, will have priority with respect to the assets and earnings of the subsidiary over the claims of creditors of the Issuer and will be entitled to payments of their claims from the assets of such subsidiaries before these assets are made available for distribution to the Issuer, as a direct or indirect shareholder. Accordingly, the Bonds will be structurally subordinated to all such creditors' claims against such subsidiaries and in an enforcement scenario, such creditors will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiaries before the Issuer, as a direct or indirect shareholder, will be entitled to receive any distributions.

The Issuer will be required to make interest payments on the Bonds during the lifetime of the Bond Issue and to repay the Bonds in full at maturity. The Issuer is subject to credit risk relating to the Group's ability to meet its payment obligations. The Issuer's ability to pay any amounts due under the Bonds is, to a significant extent, dependent upon the performance of the Group's operations, financial position, and the ability of the Issuer's subsidiaries to generate cash flow from operations and make distributions to the Issuer. If the Issuer does not receive sufficient distributions from its subsidiaries, it may be forced to adopt an alternative strategy that may include actions such as reducing capital expenditures, selling assets, restructuring or refinancing indebtedness or seeking new equity capital. The Issuer cannot assure investors that any of these alternative strategies could be effected on satisfactory terms, if at all, or that they would yield sufficient funds to make the required payments under the Bond Issue.

The Bond Terms provide for certain redemption and repurchase mechanics in respect of the Bonds which entail redemption or repurchase with a premium, either voluntarily or mandatorily. The latter will be the case, inter alia, upon the occurrence of a put option event (as described in the Bond Terms), whereby each individual holder of Bonds (a "Bondholder") has a right to require that the Issuer repurchases its Bonds at 101% of the nominal amount (plus accrued unpaid interest). A put option event may be triggered by events outside the control of the Issuer. There can be no assurance that the Issuer will have sufficient funds at the time of such event to make the required repurchase of Bonds.

Under the Bond Terms, the Issuer will have the right to redeem and/or exercise a call option over all or some of the outstanding Bonds before the final redemption date. This is likely to limit the market value of the Bonds. During any period when the Issuer may redeem the Bonds, the market value of the Bonds generally will not rise substantially above the price at which they can be redeemed. This may also be true prior to any redemption period. It may not be possible for Bondholders to reinvest the early redemption amount at an effective interest rate as high as the interest rate on the Bonds and a bondholder may realize a lower return on its investment than if the Bonds had been outstanding through maturity. Additionally, should the Issuer elect to redeem only part of the outstanding Bonds, the liquidity of the remaining Bonds may be reduced.

Pursuant to the Bond Terms the bond trustee will represent the Bondholders in all matters relating to the Bonds, and the Bondholders are prevented from taking individual action against the Issuer. Consequently, individual Bondholders do not have the right to take enforcement action against the Issuer if it defaults and they will instead need to wait until a requisite majority of Bondholders decides to take such action. The bond trustee will in some cases have the right to make decisions and take actions that bind all Bondholders. It is possible that such decisions and actions will negatively affect one or more Bondholders.

The Bond Terms for the Bonds will allow for amendments and waivers to be made following approval of Bondholders representing a requisite majority of the outstanding Bonds or in certain instances upon approval by the bond trustee only (who is vested with certain discretionary powers). The Bond Trustee will be required to act in accordance with instructions given by Bondholders representing a requisite majority of the outstanding Bonds. Bondholders face the risk that the Bond Trustee implement amendments or waivers, or take actions, without the explicit consent of the individual Bondholder with binding effect for all Bondholders (including Bondholders who did not attend the relevant bondholder meeting and Bondholders who voted in a manner contrary to the majority).

The Bonds are issued in USD and any future payments of interest on the Bonds will be paid in USD. Accordingly, any investor with another reference currency in its ordinary course of business is subject to adverse movements in the USD against their local currency and such adverse movements could have a material adverse effect on the local currency equivalent of any USD payments on the Bonds.

Disclaimer

Scorpio Tankers Inc. published this content on June 06, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 06, 2025 at 14:08 UTC.