** Energi Danmark A/S - Tender Offer via Nordea **
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (the "United States") OR TO ANY U.S. PERSON.
THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES, THE UNITED KINGDOM, FRANCE, BELGIUM AND ITALY) MAY BE RESTRICTED BY LAW.
Nordea Bank AB (publ) (the "Offeror") today announces its invitations to the holders of the outstanding DKK 500,000,000 FRN Notes due 26 June 2017 (ISIN: DK0030343561)(the "Notes") issued by Energi Danmark A/S (the "Issuer") to tender their Notes for purchase by the Offeror for cash (the "Tender Offer").
The Tender Offer is made on the terms and subject to the conditions set out below.
Purchase price
Subject to the applicable minimum denomination in respect of the Notes, the purchase price payable per Note having a nominal amount of DKK 1,000,000 will be 100.024% (the "Purchase Price").
The Offeror will also pay an amount equal to any accrued and unpaid interest on the relevant Notes from, and including, the interest payment date for the Notes immediately preceding the settlement date (the "Settlement Date") up to, but excluding, the Settlement Date ("Accrued Interest").
New Financing Conditions
Today the Issuer also announces its intention to issue new DKK denominated floating rate notes with an expected 3 year maturity (the "New Notes") in the near future.
The Offeror's acceptance of Notes for purchase pursuant to the Tender Offer is conditional upon, in the sole discretion and determination of the Issuer, (i) the terms and conditions of the New Notes are satisfactory to the Issuer, and (ii) the successful completion (including the receipt of funds by or on behalf of the Issuer) of the issuance of New Notes, which will enable the Issuer to finance, in whole or in part, the Purchase Price and Accrued Interest of the total amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer (together "New Financing Conditions").
Noteholders (the "Noteholders") can only participate in the Tender Offer by submitting a valid tender instruction ("Tender Instruction") as further specified below under "Participation". The Offeror's acceptance of Notes validly tendered in accordance with the terms and conditions of the Tender Offer will be irrevocable, but in any case subject to satisfaction of the New Financing Conditions.
Purpose of the Tender Offer
The Tender Offer is being made as part of the Issuer's commitment to active management of its balance sheet. The purpose of the Tender Offer is to pro-actively manage the Issuer's upcoming redemptions, to lengthen and diversify its debt maturity profile and to allow current holders to roll their current position into the New Notes.
Transaction Cap
The tendered amount of Notes accepted by the Offeror will be capped at the nominal size of the issue of the New Notes. If the Offeror decides to accept for purchase valid tender instructions made pursuant to the Tender Offer and the aggregate principal amount of Notes validly tendered pursuant to the Tender Offer is greater than the principal amount of the New Notes, the Offeror may accept such Notes for purchase on a pro rata basis.
For the avoidance of doubt, in the event of any scaling in the acceptance of notes, the Offeror will first (i) accept in full tender instructions from investors who also roll into the New Notes, (ii) accept either all or none of the tender instructions of Notes with a total nominal size of DKK 1,000,000 and (iii) accept all other tender instructions of Notes with a total nominal size above DKK 1,000,000 on a pro rata basis. The acceptance of tender instructions of Notes will be rounded to a multiple of DKK 1,000,000.
Priority in New Notes
Holders who submit a valid tender instruction as part of this Tender Offer will be eligible to receive a priority in the allocation of New Notes. Such priority in allocation will match in size the nominal volume submitted for tender, subject to eligibility with the minimum denomination requirements of the New Notes.
This announcement does not constitute a sale of New Notes. Investors who wish to buy into the New Notes should contact their sales contact at Nordea Bank AB (publ) to obtain all relevant documentation.
Deadline
The Tender Offer expires at 12:00 CET on 15 June 2017, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Offeror. The Offeror will announce the results and whether any Notes will be accepted under the Tender Offer as soon as reasonably practicable after the pricing of the New Notes. Settlement of the Tender Offer is expected to occur at or around 22 June 2017. Settlement will be made towards Nordea Bank AB (publ), acting in the capacity as Offeror for the Tender Offer.
Subject to applicable law, the Issuer may, in its sole and absolute discretion, extend, re-open, amend or waive any condition of or terminate the Tender Offer at any time. Noteholders are advised to read carefully this announcement for the details of and information on the procedures for participating in the Tender Offer.
Noteholders will not receive a tender document for this tender transaction and should instead contact Nordea on the details below.
Participation
Only Noteholders who are eligible counterparts to Nordea may participate in this Tender Offer and Noteholders must contact Nordea to receive an application form that includes the details of how to participate in the Tender Offer. Tender Instructions given via the application form are irrevocable by the Noteholders, except for in the limited circumstances described in the application form.
Noteholders should consult their own tax, accounting, financial and legal advisers regarding the suitability to themselves of the tax or accounting consequences of participating in the Offer.
The application form can be received by contacting Nordea Bank AB (publ) at:
Email: nordealiabilitymanagement@nordea.com
Dealer Managers and Offeror
Nordea Bank AB (publ)
Email: nordealiabilitymanagement@nordea.com
http://www.globenewswire.com/NewsRoom/AttachmentNg/2a6cbf78-bd7a-499b-acd6-11704653f646
