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 UNLAWFULOR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS COMPANY ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY ANY OF THE SECURITIES DESCRIBED HEREIN.
Company Announcement no. 11/2020 (04.09.2020)
Reference is made to Company Announcement no. 10/2020 regarding the announcement by European Energy A/S (the "Company") of a procedure in writing (the "Written Procedure") to seek the approval from the holders (the "Bondholders") of the Company's outstanding EUR 200,000,000 Senior Secured Callable Floating Rate Green Bonds 2019/2023 (ISIN: DK0030448238) (the "Senior Bonds") to amend the terms and conditions of the Senior Bonds (the "Terms and Conditions") as further set out in the notice for written procedure dated 31 August 2020 (the "Notice for Written Procedure").
Terms defined in the Notice for Written Procedure have the same meaning in this Company Announcement unless otherwise defined herein.
The Company hereby announces that the Company has entered into an amendment agreement with Nordic Trustee A/S (the "Agent"), acting as agent of the Bondholders, relating to a conditional amendment of the Terms and Conditions so as to exclude the principal amount of any Capital Securities for purposes of calculating the Minimum Equity pursuant to Clause 11.18(a) of the Terms and Conditions even if it is treated as equity pursuant to the Accounting Principles (the "Conditional Amendment"). A copy of the amendment agreement is attached to this Company Announcement.
The Conditional Amendment is supplemental to the Proposal set out in the Notice for Written Procedure. The Conditional Amendment will be implemented by the Company and the Agent (acting on behalf of the Bondholders) pursuant to Clause 20.1(a) of the Terms and Conditions and will take effect upon, and subject to the occurrence of, the Effective Date. No further consent is required from the Bondholders to implement the Conditional Amendment.
If the Effective Date does not occur on or prior to the Long Stop Date, the Conditional Amendment will be null and void.
Important Regulatory Notice
This Company Announcement is for information purposes only and is not an offer to sell or buy any Senior Bonds or Capital Securities. The Senior Bonds and the Capital Securities 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 Senior Bonds and the Capital Securities 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 Senior Bonds and the Capital Securities 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.
For further information, please contact:
European Energy A/S
Jens-Peter Zink, chairman of the board
Tel: + 45 20478220