Company Announcement no. 13/2019
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 11/2019 of 5 June 2019 (the "Conditional Redemption Announcement") in which the Company announced the conditional redemption of its outstanding EUR 85 million Senior Secured Callable Floating Rate Bonds 2017/2021 with ISIN code DK0030401278 (the "2021 Bonds").
Early Redemption notice of the outstanding 2021 Bonds
Further to the Conditional Redemption Announcement, the Company hereby confirms to all holders (the "Holders") of the Company's 2021 Bonds of which EUR 85 million currently is outstanding, that the Conditions (as defined in the Conditional Redemption Announcement) have been fulfilled and that the Company's notice of early redemption has thereby become unconditional. This means that the Company will redeem all of the outstanding 2021 Bonds in full (the "Redemption") 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 in this notice, all words and expressions shall have the meaning given to them in the Terms and Conditions.
The redemption date will be 3 July 2019 (the "Redemption Date") and the record date for the Redemption will be 26 June 2019 (the date falling 5 Business Days prior to the Redemption Date) (the "Record Date"). The first date of the notice period for the Redemption was the date on which the Holders received company announcement 11/2019 which, in accordance with Clause 25.1.4 of the Terms and Conditions, was 3 Business Days after 6 June 2019. The Redemption Date is 15 Business Days thereafter in accordance with Clause 10.3.4 of the Terms and Conditions.
The 2021 Bonds will be redeemed on the Redemption Date at 104.00 per cent of the Nominal Amount (i.e. EUR 104,000 per Bond) plus accrued but unpaid interest (from, but excluding, the preceding Interest Payment Date up to and including the Redemption Date). 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 Redemption, the 2021 Bonds will be delisted from the corporate bond list at Nasdaq Copenhagen.
This notice of early redemption is irrevocable and is governed by Danish law.
Completion of the New Bonds Issue
The Company hereby also announces that it has successfully completed its bond offering (the "Offering") of EUR 140,000,000 aggregate principal amount of EURIBOR (3 months) plus 5.35% senior secured callable floating rate green bonds due 2023 (the "New Bonds").
The net proceeds of the Offering have been placed into an escrow account pending redemption of the existing 2021 Bonds. Following such redemption and subject to payment of transaction costs, the remaining net proceeds will be released from the escrow account for application in accordance with the Issuer's green bond framework to finance or refinance eligible assets and projects.
Important Regulatory Notice
This Company Announcement is for information purposes only and is not an offer to sell or buy any securities. None of the 2021 Bonds or the New 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 New 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 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