NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES. NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON IN ANY JURISDICTION WHERE RELEASE, PUBLICATION OR DISTRIBUTION TO SUCH PERSON IS RESTRICTED BY ANY LAW OR REGULATION APPLICABLE IN SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR ISSUE OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES.
Company Announcement 16/2024 (23.10.2024)
European Energy A/S: Final Tender Offer Results in respect of Existing Bonds (2021/2025) and Existing Bonds (2022/2026) and Pricing of New Green Bonds
European Energy A/S (the “Company”) today announces the final results of its invitation dated 21 October 2024 to the holders of the Company’s outstanding senior unsecured green bonds due 2025 with ISIN DK0030494505 (the “Existing Bonds (2021/2025)”) and outstanding senior unsecured green bonds due 2026 with ISIN DK0030511613 (the “Existing Bonds (2022/2026)”) as further described below to tender any and all of their Existing Bonds (2021/2025) and Existing Bonds (2022/2026) for purchase by the Company (the “Tender Offer”).
The Tender Offer was made on the terms and subject to the conditions set out in a tender information document dated 21 October 2024 (the “Tender Information Document”), available on the website of the Company (www.europeanenergy.com).
At the expiration of the Tender Offer at 15:30 CEST on 23 October 2024 (being the time of book close of the book building process for the New Green Bonds), valid tender instructions for (i) Existing Bonds (2021/2025) in an aggregate nominal amount of EUR 114,437,100 and (ii) Existing Bonds (2022/2026) in an aggregate nominal amount of EUR 69,323,000 were received pursuant to the Tender Offer. Details of tendered amount in respect of each of the Existing Bonds (2021/2025) and the Existing Bonds (2022/2026) are set out below. The Company hereby announces that all valid tender instructions received pursuant to the Tender Offer will be accepted for purchase by the Company, subject to the satisfaction or waiver of the New Financing Conditions (as defined in the Tender Information Document). As announced in company announcement no. 14/2024, the Company has exercised its right to make a voluntary early redemption of the Existing Bonds (2021/2025) and the Existing Bonds (2022/2026) which are not being tendered in the Tender Offer, subject to the satisfaction or waiver of the New Financing Conditions (as defined in the Tender Information Document).
The Company furthermore announces that a total nominal amount of new senior unsecured green bonds of EUR 375,000,000 with a maturity of 3 years have been successfully priced (the “New Green Bonds”). The interest rate of the New Green Bonds is 3-months EURIBOR (zero floor) plus a margin of 3.75%. The net proceeds of the New Green Bonds will be used for financing or refinancing of eligible projects in accordance with the Company’s Green Finance Framework dated October 2024, including towards payment of the purchase price payable for the Existing Bonds (2021/2025) and the Existing Bonds (2022/2026) tendered in the Tender Offer and redemption of the Existing Bonds (2021/2025) and the Existing Bonds (2022/2026) which are not being tendered in the Tender Offer.
The purchase price payable for the Existing Bonds (2021/2025) and the Existing Bonds (2022/2026) is as set out below, in addition to which the Company will pay an amount equal to any accrued and unpaid interest on the relevant Existing Bonds (2021/2025) and Existing Bonds (2022/2026) (in accordance with the applicable terms and conditions of the Existing Bonds (2021/2025) and Existing Bonds (2022/2026)):
Description of the Existing Bonds (2021/2025) / ISIN / Outstanding Amount / Tendered Amount / Accepted Amount / Purchase Price
EUR 300,000,000 senior unsecured green bonds due September 2025 / DK0030494505 / EUR 195,000,000 / EUR 114,437,100 / EUR 114,437,100 / 100.938%
Description of the Existing Bonds (2022/2026) / ISIN / Outstanding Amount / Tendered Amount / Accepted Amount / Purchase Price
EUR 150,000,000 senior unsecured green bonds due September 2026 / DK0030511613 / EUR 97,500,000 / EUR 69,323,000 / EUR 69,323,000 / 102.875%
Settlement of the Tender Offer and the New Green Bonds is expected to occur on 4 November 2024.
Settlement of the transactions pursuant to the Tender Offer will occur as secondary trades via Danske Bank A/S, DNB Markets, a part of DNB Bank ASA, Sweden Branch, Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) (each a “Dealer Manager”), as applicable. All tendering holders of the Existing Bonds (2021/2025) and the Existing Bonds (2022/2026) should coordinate the trade bookings with their local sales representative immediately.
Joint Bookrunners and Dealer Managers
Danske Bank A/S; email: liabilitymanagement@danskebank.dk
DNB Markets, a part of DNB Bank ASA, Sweden Branch; email: bond.syndicate@dnb.no
Nordea Bank Abp; email: nordealiabilitymanagement@nordea.com
Skandinaviska Enskilda Banken AB (publ); email: liabilitymanagementdcm@seb.se
For further information, please contact the Company:
E-mail: investor.relations@europeanenergy.dk
https://europeanenergy.com/en/investor
Important Notice
This announcement is for information purposes only and is not an offer to sell or buy any securities. Any securities mentioned in this announcement 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 securities described in this announcement have not been and will not be registered under the Securities Act, and accordingly any offer or sale of such securities may be made only in a transaction exempt from registration requirements of the Securities Act.
It may be unlawful to distribute this announcement in certain jurisdictions. This 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.
