Company Announcement no. 10/2019
European Energy A/S announces that it is considering to issue new EUR denominated green bonds part of the proceeds of which, subject to completion, will be used to fund an early redemption of the Company's outstanding bonds due 2021.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF LAWS OR REGULATIONS. THIS COMPANY ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY ANY OF THE SECURITIES DESCRIBED HEREIN.
European Energy A/S (the "Company") announces that it is considering to issue new EUR denominated green bonds and that, if such new issue is completed, part of the proceeds therefrom will be used to fund an early redemption of the Company's outstanding 2021 Bonds (as defined below). It is intended that Holders of the Company's outstanding 2021 Bonds will receive priority allocations of the new bonds.
The Company has mandated each of DNB Markets, a part of DNB Bank ASA, Sweden Branch and Nordea Bank Abp (each a "Joint Lead Manager") to arrange fixed income investor meetings starting on 10 June 2019. Following such meetings and subject to market conditions, the Company may decide to issue EUR denominated senior secured callable floating rate green bonds in a minimum amount of EUR 100 million (the "New Bonds Issue").
Early Redemption of the outstanding 2021 Bonds
In conjunction with the New Bonds Issue the Company intends to give a conditional notice to all holders (the "Holders") of the Company's EUR 85 million Senior Secured Callable Floating Rate Bonds 2017/2021 with ISIN code DK0030401278 (the "2021 Bonds") of which EUR 85 million currently is outstanding, that it will exercise its option for early redemption (the "Early Redemption") of the 2021 Bonds in full in accordance with Clause 10.3 (Early voluntary redemption by the Issuer (call option)) of the terms and conditions for the 2021 Bonds (as amended and restated) (the "Terms and Conditions").
Unless otherwise defined herein, all defined words and expressions shall have the meaning given to them in the Terms and Conditions.
If the New Bonds Issue is completed and the Early Redemption occurs, the 2021 Bonds will be irrevocably redeemed on a Redemption Date at 104.00 per cent of the Nominal Amount (i.e. EUR 104,000 per Bond) plus any accrued but unpaid interest (from, but excluding, the preceding Interest Payment Date up to and including such Redemption Date). The proceeds from the New Bonds Issue will be held in escrow until released for the settlement of the Early Redemption. The redemption amount will be disbursed to the directly registered owners and registered authorised nominees of the 2021 Bonds as of the relevant Record Date in the debt ledger produced by the CSD. In connection with the Early Redemption, the 2021 Bonds will be delisted from the corporate bond list at Nasdaq Copenhagen.
This Company Announcement does not constitute a formal notice of Redemption of the 2021 Bonds under the Terms and Conditions. A formal notice of Redemption will be given by the Company if the Company decides to proceed with the New Bonds Issue.
Priority Allocation in the New Bonds Issue
The Issuer intends to provide Holders of the 2021 Bonds a priority allocation in the New Bonds Issue such that for every EUR 100,000 nominal amount of 2021 Bonds held, a Holder may obtain a priority allocation of EUR 100,000 in nominal amount of the bonds to be issued in the New Bonds Issue. Holders wishing to obtain such priority allocation will be requested to contact a Joint Lead Manager using the contact details set out at the end of this Company Announcement.
Important Regulatory Notice
This Company Announcement is for information purposes only and is not an offer to sell or buy any securities. The 2021 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. Any future potential offering of new bonds described in this Company Announcement has not been and will not be registered under the Securities Act, and accordingly any offer or sale of such new 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 in Canada, Japan or Australia. The information in this Company Announcement does not constitute an offer of securities for sale in Canada, Japan or Australia.
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.
Holders who have questions regarding this Company Announcement should contact a Joint Lead Manager using the contact details set out below.
Joint Lead Managers
DNB Markets, a part of DNB Bank ASA, Sweden Branch
Tel: +47 984 93 362, E-mail: bond.syndicate@dnb.no
Nordea Bank Abp
Tel: +45 33331911, E-mail: drs.syndicate@nordea.com
Issuer
European Energy A/S
Jens-Peter Zink, chairman of the board
Tel: + 45 2047 8220, E-mail: jpz@europeanenergy.dk]