Sustainable finance has developed rapidly in recent years. Financing has been systematically directed towards investments in line with sustainable development and green transition objectives across the entire financing sector from bank finance to direct lending.
2.10.2024
Sustainable finance is vital for achieving the objectives of the green transition
Minna Korhonen & Lia Heasman
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The Action Plan for Sustainable Finance that the European Commission published in 2018 has led the regulatory tsunami in the EU, resulting in a vast body of sustainable finance-related regulation. For example, ESMA’s implementation timeline for sustainable finance includes steps up to 2028, even though its major regulatory packages have been completed. At the same time, the principles of the LMA and ICMA have also gained in popularity and provided a strong basis for self-regulation in the industry that is widely followed.
In the light of these developments, there is a need in sustainable finance for a standardised definition of ‘green’ and a taxonomy of green activities to enable investors and financial institutions to make informed assessments effectively. This is why the future EU Green Bond Standard will be based specifically on the EU taxonomy regulation. The European Banking Authority also published a report in December 2023 where it recommended that the Commission introduce a voluntary standard for European green loans or at least a definition of green loans in the EU. The Commission is currently considering this report and further actions.
The above initiatives and regulatory developments can be seen as a result of the greenwashing debate. Greenwashing is currently being discussed by investors, financiers and other market participants alike. At the same time, the green transition is progressing rapidly, and sustainable finance is needed to meet the objectives. The European Commission estimates that by 2030 an additional EUR 620 billion of investments will be needed every year. Sustainable finance is therefore a vital condition for the realisation of these investments. We are following the progress of the green transition objectives and the regulation of sustainable finance with interest.
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Latest references
S-Bank – Bond transactions totalling EUR 1.45 billion for acquisition of Svenska Handelsbanken’s operations
We have advised S-Bank Plc in four bond transactions totalling EUR 1.45 billion that provided financing for S-Bank’s acquisition of Svenska Handelsbanken AB’s Finnish private customer, asset management and investment services operations. In 2023, we advised S-Bank in supplementing their earlier bond programme and in the issuance of two new bonds. S-Bank’s first covered bond, valued at EUR 500 million, was issued in September 2023. In addition to general corporate purposes, the purpose of the issue was to finance the acquisition of Svenska Handelsbanken AB’s Finnish private customer, asset management and investment services operations. Further, a EUR 150 million senior preferred MREL eligible bond was issued in November 2023 and the purpose of the issue was to meet the minimum requirement for own funds and eligible liabilities (MREL) and to finance the bank’s activities. In 2024, we have advised S-Bank Plc in the update of a EUR 3 billion bond programme. Under the programme, S-Bank may issue senior preferred MREL eligible notes, covered bonds and additional tier 1 capital notes. In February of 2024, we advised S-Bank in its issuance of a EUR 300 million senior preferred MREL eligible bond and on the tender offer of its EUR 220 million senior preferred MREL eligible bond maturing in 2025. The tender offer required the prior permission of the Finnish Financial Stability Authority based on Commission Delegated Regulation 2023/827 on technical standards for the reduction of own funds and eligible liabilities prior authorisation. The Stability Authority granted S-Bank a permission for repurchases of the notes. Based on the permission, S-Bank replaced the notes with own funds or eligible liabilities instruments of equal or higher quality at terms that are sustainable for the income capacity of S-Bank. The final tender offer results were announced in February 2024. In April 2024, we further advised S-Bank in supplementing their base prospectus and issue of their second covered bond of EUR 500 million. The covered bond’s maturity date is 16 April 2030.
Case published 30.7.2024
Fortum – Sale of recycling and waste business
We are acting as the lead counsel to Fortum in a cross-border transaction in which Fortum is selling its recycling and waste business. The business is sold to thematic impact investing firm Summa Equity through its portfolio company NG Group. The debt-free purchase price is approximately EUR 800 million. The transaction is subject to authority approval and customary closing conditions. Fortum’s recycling and waste business to be sold comprises municipal and industrial waste management and end-to-end plastics, metals, ash, slag and hazardous waste treatment and recycling services. These businesses are located in Finland, Sweden, Denmark and Norway and currently employ approximately 900 employees.
Case published 18.7.2024
Finnish Climate Fund – Junior financing to Meriaura for the expansion of low-carbon technologies in shipping
We assisted Finnish Climate Fund in junior financing to the shipping company Meriaura for their fleet renewal programme to support the adoption of low-carbon shipping solutions. Meriaura has commissioned two bio-oil-powered hybrid cargo ships with a tonnage of 6,750 from the Royal Bodewes Shipyard in the Netherlands. The ships can achieve emissions reductions of up to 98 % compared to traditional cargo ships powered by fossil fuels. In the emission-intensive freight industry, more efficient vessels powered by renewable fuels have the potential to lead the way to emissions reductions across the sector. Meriaura is a Turku-based maritime shipping company that specialises in the sea transportation of industrial products, raw materials as well as demanding special cargo. The company’s cargo ships operate in Europe, mainly in the Baltic and North Sea. The Finnish Climate Fund is a Finnish state-owned special-assignment company. Its operations focus on combating climate change, boosting low-carbon industry and promoting digitalisation. By the end of December 2023, the Climate Fund has made 24 investment decisions totalling 178.9 million euros.
Case published 26.6.2024
Gasum – Long-term financing including an extended green loan and sustainability targets
We advised Gasum Oy in a long-term financing arrangement of a total of EUR 565 million with its current lenders. The arrangement includes term loans and revolving credit facilities. It introduced certain sustainability targets, as the margin of the sustainability-linked revolving loan facility is tied to Gasum’s own sustainability goals, which are related to volumes of renewable gas, production of sustainable biogas, and safety. In addition, a part of the term loans is utilised as a green loan to finance Gasum’s strategic investments into increased biogas production both by expanding its production at the existing plants and by constructing new large-scale plants. Nordea acted as coordinator, OP Corporate Bank as sustainability coordinator, and SEB as co-coordinator and agent of the financing arrangement.
Case published 18.6.2024