Company announcement no. 11/2019
European Energy A/S announces additional information on the conditional notice of early redemption of the Company's outstanding bonds due 2021 in connection with the contemplated issuance of new EUR denominated green bonds
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.
Reference is made to European Energy A/S' (the "Company") company announcement 10/2019 of 5 June 2019 in which the Company announced that it may issue new EUR denominated senior secured floating rate green bonds (the "New Bonds") part of the proceeds of which, subject to completion, will be used to fund an early redemption of the Company's outstanding 2021 Bonds (as defined below) with priority allocations for holders of the Company's outstanding 2021 Bonds (the "10/2019 Company Announcement"). As described in the 10/2019 Company Announcement, following investor meetings and subject to market conditions, the Company may decide to issue New Bonds in a minimum amount of EUR 100 million (the "New Bonds Issue").
CONDITIONAL NOTICE OF EARLY REDEMPTION
Further to the 10/2019 Company Announcement, the Company hereby gives 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 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.
Subject to satisfaction of the Conditions (as defined below) the date of Early Redemption (the "Redemption Date") will be 3 July 2019 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 Conditions (as defined below) have been satisfied or waived by the Company in full. The Record Date for the Early Redemption will be 26 June 2019 (the date falling 5 Business Days prior to the Redemption Date).
The Early Redemption is conditional upon the following:
Items (i)-(ii) above are collectively referred to as the "Conditions".
Immediately upon publishing of the Second Company Announcement, the Early Redemption will become unconditional. Should the Conditions not have been satisfied or waived in full by 25 June 2019, the Early Redemption shall automatically be cancelled and this notice shall cease to be effective. There is no assurance that the Conditions will be satisfied or waived or that the Early Redemption will occur. For the avoidance of doubt, the required notice period of 15 Business Days prior to Early Redemption (in accordance with Clause 10.3.4 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 2021 Bonds will be irrevocably redeemed on the Redemption Date at the redemption price of 104.00 per cent of the Nominal Amount (i.e. EUR 104,000 per Bond) as set out in Clause 10.3 (Early voluntary redemption by the Issuer (call option)) of the Terms and Conditions 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 paid to directly registered owners and registered authorised nominees of the 2021 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 2021 Bonds will be delisted from Nasdaq Copenhagen.
This conditional notice of early redemption is, subject to satisfaction of the Conditions, irrevocable and is governed by Danish law.
Priority Allocation in the New Issue Transaction
As previously announced by the Company, Holders of 2021 Bonds have a priority right in connection with 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 below 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. The 2021 Bonds and 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 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
Contact information:
Jens-Peter Zink, chairman of the board
Tel: + 45 2047 8220, E-mail: jpz@europeanenergy.dk