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. 10/2020 (31 August 2020)
European Energy initiates a written procedure to amend the terms and conditions of its senior secured callable floating rate green bonds due 2023 and has further mandated DNB Markets and Nordea Bank to investigate the possibility to issue new EUR denominated callable subordinated green capital securities due 3020
WRITTEN PROCEDURE
European Energy A/S with CVR no. 18351331 (the "Company") has instructed Nordic Trustee A/S (the "Agent") to initiate a procedure in writing (the "Written Procedure") to seek the approval from the holders 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").
The proposed amendments to the Terms and Conditions include a permission for the Company to issue subordinated debt instruments and other matters related thereto as further set out in the notice for written procedure dated 31 August 2020 (the "Notice for Written Procedure").
The Notice for Written Procedure is held available by the Agent on its web page, nordictrustee.com and is attached to this announcement. The Written Procedure is conducted in accordance with Clause 19 (Written Procedure) of the Terms and Conditions.
Consent Solicitation:
In relation to the Written Procedure, the Issuer is also soliciting consents to the proposed amendments to the Terms and Conditions by way of a consent solicitation process with an early voting fee as set out in detail in the Notice for Written Procedure (the "Consent Solicitation"). The Issuer has appointed each of DNB Bank ASA, Sweden Branch and Nordea Bank Abp to act as consent solicitation agents (the "Consent Solicitation Agents") with respect to the Consent Solicitation.
Holders of Senior Bonds who wish to be eligible to receive the early voting fee must send a valid voting instruction in the form attached as Annex 3 to the Notice for Written Procedure to any of the Consent Solicitation Agents before the early voting fee deadline. Bondholders will be eligible to receive the early voting fee whether voting for or against the proposed amendments to the Terms and Conditions. Bondholders that do not vote in respect of the proposed amendments to the Terms and Conditions by submission of a valid voting instruction to any of the Consent Solicitation Agents prior to the early voting fee deadline will not be eligible to receive the early voting fee.
Please note that the early voting fee will only be payable to any holders of Senior Bonds eligible to receive such fee subject to the occurrence of the "Effective Date" as defined and as further described in the Notice for Written Procedure.
Important information regarding the early voting fee:
Early voting fee: 0.25% on nominal amount of each Senior Bond
Early voting fee deadline: 5 pm (CEST) on 8 September 2020
Please refer to the Notice for Written Procedure for full details regarding the Written Procedure and the Consent Solicitation, including voting requirements, majority and quorum requirements, conditions for payment of the early voting fee and important dates/timetable.
For questions relating to the Consent Solicitation, the early voting fee or the early voting fee deadline, please contact the Consent Solicitation Agents at the following e-mail addresses or telephone numbers:
DNB Markets
E-mail: bond.syndicate@dnb.no
Telephone: +46 704 93 48 68
Nordea Bank Abp
E-mail: NordeaLiabilityManagement@nordea.com
Telephone: +45 5170 0214
SUBORDINATED GREEN CAPITAL SECURITIES 2020/3020
The Company has also mandated DNB Markets and Nordea Bank to investigate the possibility to issue new EUR denominated callable subordinated green capital securities due 3020 (the "Capital Securities"). Subject to market conditions and the outcome of the Written Procedure, the Company is considering issuing Capital Securities with a first call date 3 years from the issue date (to occur after the maturity of the Company’s Senior Bonds) and with an expected nominal amount of EUR 75 million. The proceeds of the Capital Securities are intended to be used for purposes of financing or refinancing of eligible projects in accordance with the Company's Green Bond Framework.
Priority allocation in the Capital Securities:
If the Capital Securities are issued by the Company, it is intended that holders of Senior Bonds who participate in the Consent Solicitation by submission to one of the Consent Solicitation Agents of a valid voting instruction voting for the proposed amendments to the Terms and Conditions prior to the early voting fee deadline will receive priority allocations of the Capital Securities.
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.
This Company Announcement has been made in accordance with Regulation (EU) No 596/2014 on market abuse.
For further information, please contact:
Company
European Energy A/S
Jens-Peter Zink, chairman of the board
E-mail: jpz@europeanenergy.dk
Tel: + 45 20478220
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