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 13/2024 (21.10.2024)
European Energy A/S: Tender Offer in respect of Existing Bonds (2021/2025) and Existing Bonds (2022/2026) and Potential Issuance of New Green Bonds
European Energy A/S (the “Company”) hereby announces that it is offering 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”), subject to the terms and conditions described in a tender information document dated 21 October 2024 (the “Tender Information Document”), including (without limitation) the New Financing Conditions as defined therein.
Description of the Existing Bonds (2021/2025) / ISIN / Outstanding Amount / Minimum Trading Unit / Nominal Amount / Purchase Price
EUR 300,000,000 senior unsecured green bonds due September 2025 / DK0030494505 / EUR 195,000,000 / EUR 100,000 / EUR 0.01 / 100.938%
Description of the Existing Bonds (2022/2026) / ISIN / Outstanding Amount / Minimum Trading Unit / Nominal Amount / Purchase Price
EUR 150,000,000 senior unsecured green bonds due September 2026 / DK0030511613 / EUR 97,500,000 / EUR 100,000 / EUR 0.01 / 102.875%
The Tender Information Document is attached to this company announcement.
In connection with the Tender Offer, the Company announces that it intends to issue new EUR denominated senior unsecured green bonds with a tenor of 3 years and an expected issue size of minimum EUR 300,000,000 (the “New Green Bonds”), subject to market conditions. The New Green Bonds will be issued in accordance with the Company’s new Green Finance Framework.
Holders of Existing Bonds (2021/2025) and Existing Bonds (2022/2026) who accept the Tender Offer may be eligible to receive preferential allocation of the New Green Bonds, subject to the terms set out in the Tender Information Document.
Conditional upon satisfaction or waiver by the Company of each of the New Financing Conditions (as defined in the Tender Information Document), the Company will exercise 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, in accordance with the terms and conditions of the Existing Bonds (2021/2025) and the Existing Bonds (2022/2026), as applicable. Reference is made to company announcement no. 14/2024 regarding the Company’s conditional notice of voluntary early redemption of the Existing Bonds (2021/2025) and the Existing Bonds (2022/2026).
The Tender Offer expires upon book close of the book building process for the New Green Bonds, unless extended, re-opened, withdrawn or terminated at the sole and absolute discretion of the Company. Settlement of the Tender Offer is expected to occur at or around 4 November 2024. The Company’s repurchase of the Existing Bonds (2021/2025) and the Existing Bonds (2022/2026) is conditional upon a successful issue of New Green Bonds in accordance with the New Financing Conditions as defined and set forth in the Tender Information Document.
The Company has mandated Danske Bank A/S, DNB Markets, a part of DNB Bank ASA, Sweden Branch, Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) as joint arrangers and bookrunners in respect of the issuance of the New Green Bonds and dealer managers in connection with the Tender Offer.
New Green Finance Framework
The Company also announces that it has updated its Green Finance Framework, including aligning with the EU Taxonomy’s substantial contribution criteria to climate change mitigation. The new Green Finance Framework, together with a second party opinion delivered by S&P Global Ratings, will be available at the Company’s website at https://europeanenergy.com/en/investor. SEB acted as advisor in connection with the new Green Finance Framework.
Attachment: The Tender Information Document (in English).
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.
Attachment
