Company announcement no. 14/2021 (27.08.2021)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS COMPANY ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to Company announcement no. 13/2021 of 27 August 2021 in which European Energy A/S (the "Company") announced that it may issue new EUR denominated senior unsecured green bonds (the "New Green Bonds") part of the proceeds of which, subject to completion, will be used to fund an early redemption of the Company's outstanding Existing Bonds (as defined below). As described in such Company Announcement, following investor meetings and subject to market conditions, the Company may decide to issue New Green Bonds with an expected initial issue amount of EUR 250,000,000 (the "New Green Bonds Issue").
CONDITIONAL NOTICE OF EARLY REDEMPTION
The Company hereby gives conditional notice to all holders (the "Holders") of the Company's EUR 200,000,000 Senior Secured Callable Floating Rate Green Bonds 2019/2023 with ISIN code DK0030448238 (the "Existing Bonds") of which EUR 200,000,000 currently is outstanding for early redemption (the "Early Redemption") of the Existing Bonds in full in accordance with clause 10.3 (Early voluntary redemption by the Issuer (call option and equity claw back)) of the terms and conditions for the Existing Bonds dated 18 June 2019 (as amended from time to time) (the "Terms and Conditions").
Unless otherwise defined herein, capitalised terms used in this Company Announcement have the meaning given to them in the Terms and Conditions.
Subject to satisfaction of the New Financing Conditions (as defined below) the date of Early Redemption (the "Redemption Date") will be 22 September 2021 which is also the earliest date on which the Early Redemption may take place in accordance with the Terms and Conditions. A second company announcement (the "Second Company Announcement") will be published in relation to the Early Redemption on or about the date on which all of the New Financing Conditions (as defined below) have been satisfied or waived by the Company in full. The Record Date for the Early Redemption will be 21 September 2021 (the date falling one (1) Business Day prior to the Redemption Date).
The Early Redemption is conditional upon that, in the absolute and sole discretion and determination of the Company:
(i) the terms and conditions of the New Green Bonds are satisfactory to the Company, including, but not limited to, as to the price and volume of the New Green Bonds; and
(ii) the successful completion of the issuance of the New Green Bonds and the receipt by the Company of net proceeds from the New Green Bonds, which will enable the Company to fully finance the purchase and redemption of all of the outstanding Existing Bonds (including any Existing Bonds validly tendered and accepted for purchase pursuant to the tender offer announced by the Company on or around the date of this Company Announcement and the redemption of Existing Bonds pursuant to the Early Redemption).
Items (i) and (ii) above are collectively referred to as the "New Financing Conditions".
Immediately upon publishing of the Second Company Announcement, the Early Redemption will become unconditional. Should the New Financing Conditions not have been satisfied or waived in full by 31 December 2021, the Early Redemption shall automatically be cancelled and this notice shall cease to be effective. There is no assurance that the New Financing Conditions will be satisfied or waived or that the Early Redemption will occur. For the avoidance of doubt, the required notice period of fifteen (15) Business Days prior to Early Redemption (in accordance with Clause 10.3.3 of the Terms and Conditions) commences on the date on which this notice is received by the Holders in accordance with the relevant provisions of the Terms and Conditions.
If the Early Redemption occurs, the Existing Bonds will be irrevocably redeemed on the Redemption Date at the redemption price of 102.68% of the Nominal Amount as set out in Clause 10.3 (Early voluntary redemption by the Issuer (call option and equity claw back)) of the Terms and Conditions plus any accrued but unpaid interest from, and including, the preceding Interest Payment Date up to, but excluding, such Redemption Date. The redemption amount will be paid to directly registered owners and registered authorised nominees of the Existing Bonds at the end of business on the relevant Record Date in the debt ledger produced by the CSD.
In connection with the Early Redemption, the Existing Bonds will be delisted from Nasdaq Copenhagen.
This conditional notice of early redemption is irrevocable (but is, for the avoidance of doubt, conditional upon the New Financing Conditions being met) and is governed by Danish law.
For further information, please contact:
European Energy A/S
Important Regulatory Notice
This Company Announcement is for information purposes only and is not an offer to sell or buy any securities. The Existing Bonds and the New Green Bonds may not be sold in the United States unless they are registered under the US Securities Act of 1933, as amended (the "Securities Act") or are exempt from registration. The Existing Bonds and the New Green Bonds described in this Company Announcement have not been and will not be registered under the Securities Act, and accordingly any offer or sale of such Existing Bonds and New Green Bonds may be made only in a transaction exempt from registration requirements of the Securities Act.
It may be unlawful to distribute this Company Announcement in certain jurisdictions. This Company Announcement is not for distribution, directly or indirectly, in or to the United States, Australia, Japan, Canada, New Zealand, South Africa, Hong Kong, Switzerland, Singapore or any other jurisdiction where such distribution would be unlawful or require registration or any other measures.
This Company Announcement has been made in accordance with Regulation (EU) No 596/2014 on market abuse (the "Market Abuse Regulation") and contains information that prior to its disclosure may have constituted inside information under the Market Abuse Regulation.