6 May 2020 at 09.00 AM (Danish time)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS COMPANY ANNOUNCEMENT.
ENERGI DANMARK ANNOUNCES CONSENT SOLICITATION
Energi Danmark A/S (“Energi Danmark”) today announces a consent solicitation for its outstanding DKK 750,000,000 Senior Unsecured Floating Rate Notes (ISIN DK0030400973) (the “Notes”).
The Consent Solicitation is made on the terms and conditions, and subject to the offer and distribution restrictions, described in the consent solicitation memorandum dated 6 May 2020 (the “Memorandum”). Capitalised terms defined in the Memorandum shall have the same meaning in this company announcement unless defined differently herein.
As set out in detail in the Memorandum, Energi Danmark A/S is soliciting consents from Noteholders to approve that the Final Maturity Date of the Notes is extended from 22 June 2020 to 22 June 2021 (the “Consent Solicitation”). As compensation for the extension of the Final Maturity Date, the Issuer is offering Noteholders and Beneficial Owners of the Notes, as the case may be, a compensation in total of up to 1.50 per cent. of the Nominal Amount of the outstanding Notes. Of the total compensation, 1.00 per cent. is to be paid at redemption of the Notes either at the Final Maturity Date or earlier in connection with a refinancing call (unless announced by the Issuer latest on the Results Announcement Date that such payment will fall earlier). The details for this compensation are set out in the Memorandum. Receipt of compensation of the Early Consent Fee of 0.50 per cent. is subject to the Noteholder or the Beneficial Owner of Notes, as the case may be, submits a valid Voting Instruction in favour of the Proposal to the Solicitation Agent before the Early Consent Fee Deadline (see below under “Consent Solicitation and Early Consent Fee” and “How to participate in the Consent Solicitation”).
The investor presentation regarding the Consent Solicitation can be found here: https://www.energidanmark.dk/om-os/investor/erhvervsobligationer/investor-presentation/
Consent Solicitation and Early Consent Fee
A Noteholder or Beneficial Owner of Notes who delivers a valid Voting Instruction in favour of the Proposal before 17:00 (Danish time) on 20 May 2020 (the “Early Consent Fee Deadline”) may be eligible to receive a fee of 0.50 per cent., equal to DKK 5,000 for each DKK 1,000,000 in nominal amount of the Notes subject to such Voting Instruction (the “Early Consent Fee”). On 15 May 2020, the Voting Record Date, a Noteholder must be registered as such in the records of VP Securities A/S (CSD) in order to participate in the Consent Solicitation (and submit a Voting Instruction). Payment of the Early Consent Fee is subject to the terms and conditions set out in the Memorandum, which includes the passing of the Extraordinary Resolution and the submission of a valid Voting Instruction.
How to participate in the Consent Solicitation
To be able to receive the Early Consent Fee, Noteholders and Beneficial Owners of Notes, as the case may be, should complete and submit by email a duly executed Voting Instruction and, as applicable, a Beneficial Owner Power of Attorney to the Solicitation Agent no later than the Early Consent Fee Deadline.
Form of the Voting Instruction is set out in Schedule A (Voting Instruction) and form of the Beneficial Owner Power of Attorney is set out in Schedule B (Beneficial Owner Power of Attorney) to the Memorandum. Both votes in favour of and against the Proposal can be submitted in the Consent Solicitation. It will be possible to submit Voting Instructions from the date hereof and until the Final Consent Deadline on 17:00 (Danish time) on 3 June 2020.
Written Procedure
Noteholders that wish to be eligible to receive the Early Consent Fee should not reply to the Notice for Written Procedure by using the Noteholder’s Form attached to the Notice for Written Procedure sent by Nordic Trustee A/S as representative (the “Representative”) to all Noteholders of even date with this company announcement.
It is proposed that the Written Procedure approve the Extraordinary Resolution (which includes the approval of the extension of the Final Maturity Date of the Notes from 22 June 2020 to 22 June 2021). See “Background for and Terms of the Proposal – The Extraordinary Resolution” in the Memorandum.
The applicable voting and quorum requirements at the Written Procedure to vote on the Extraordinary Resolution is set out on in detail in the Memorandum, see “Background for and Terms of the Proposal – Votes and quorum required to approve the Extraordinary Resolution”.
General information
Noteholders and Beneficial Owners of the Notes are advised to carefully read the Memorandum for full details of and information on the procedures for participating in the Consent Solicitation. This company announcement is for information purposes only and is not an offer to sell or a solicitation of an offer to buy any security, nor is it a tender offer with respect to any Notes. The Consent Solicitation is being made solely pursuant to the Memorandum. If any Noteholder or Beneficial Owner of Notes is in any doubt as to the contents of this company announcement, the information contained in the Memorandum or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
To receive copies of the Memorandum, please contact the Solicitation Agent. For questions relating to the Consent Solicitation please contact the Solicitation Agent. Relevant contact details are set out below.
Solicitation Agent
Nordea Bank Abp
Email: NordeaLiabilityManagement@nordea.com
Telephone: +45 61 36 03 79
For further information, please contact:
Energi Danmark A/S
CEO Jørgen Holm Westergaard
Email: jhw@energidanmark.dk
Telephone: +45 87 42 62 60
Mobile: +45 22 37 87 80
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