European Energy A/S: Optional Redemption Notice to the holders of
bonds issued by European Energy A/S
Company announcement 10/2024 (16.04.2024)
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.
Reference is made to:
(i) the terms and
conditions dated 7 September 2021 (the “2025 Senior
Conditions”) for the EUR 300,000,000 Senior Unsecured
Green Bonds due 2025 issued by European Energy A/S (the
“Issuer”) with ISIN DK0030494505 (the
“2025 Senior Bonds”);
(ii) the terms and
conditions dated 6 September 2022 (the “2026 Senior
Conditions”), as supplemented by the addendum dated 24
January 2023, for the EUR 150,000,000 Senior Unsecured Green Bonds
due 2026 issued by the Issuer with ISIN DK0030511613 (the
“2026 Senior Bonds”); and
(iii) the terms and
conditions dated 24 January 2023 (the “Hybrid
Conditions”), as supplemented by the addendum dated 23
June 2023, for the EUR 115,000,000 Callable Subordinated Green
Capital Securities due 3023 issued by the Issuer with ISIN
DK0030521927 (the “Capital Securities”).
On 19 January 2024, the Issuer signed an
investment agreement with Mitsubishi HC Capital Inc. relating to an
equity investment in the Issuer (the “MHCC Equity
Investment”) as further described in the Company
Announcement No. 02/2024 dated 19 January 2024.
On 16 April 2024, the MHCC Equity Investment was
closed. The gross proceeds of the MHCC Equity Investment amount to
approx. EUR 700 million. Following closing, MHCC owns approx. 20%
of the share capital of the Issuer.
The MHCC Equity Investment constitutes an
“Equity Transaction” as defined in, and for the purposes of, each
of the 2025 Senior Conditions and the 2026 Senior Conditions.
Further, the MHCC Equity Investment constitutes a “Replacing
Capital Event” as defined in, and for the purposes of, the Hybrid
Conditions.
2025 Senior Bonds – Voluntary Early Redemption – Equity Claw
Back
Reference is made to Condition 11.4 (Voluntary
Early Redemption – Equity Claw Back) of the 2025 Senior Conditions.
Capitalised terms used in this section have the meaning given to
them in the 2025 Senior Conditions.
The Issuer hereby gives notice to the
Bondholders that, in connection with the MHCC Equity Investment
constituting an Equity Transaction, the Issuer will redeem 35.00%
of the total aggregate Nominal Amount of the 2025 Senior Bonds
outstanding in accordance with Condition 11.4 (Voluntary Early
Redemption – Equity Claw Back) of the 2025 Senior Conditions (the
“2025 Senior Bonds Partial Redemption”).
The 2025 Senior Bonds Partial Redemption will
occur on 2 May 2024 (the “2025 Senior Bonds Partial
Redemption Date”). The record date for the 2025 Senior
Bonds Partial Redemption is set to 30 April 2024, i.e., one (1)
Business Day prior to the 2025 Senior Bonds Partial Redemption
Date.
The 2025 Senior Bonds Partial Redemption shall
reduce the aggregate nominal amount of the 2025 Senior Bonds held
by each Bondholder on a pro rata basis by the Nominal Amount of
2025 Senior Bonds redeemed.
The 2025 Senior Bonds will be partially redeemed
at a price equal to 101.406% of the Nominal Amount redeemed (being
the applicable Call Option Amount on the 2025 Senior Bonds Partial
Redemption Date), together with accrued but unpaid Interest on the
redeemed amount (the “2025 Senior Bonds Partial Redemption
Amount”). The 2025 Senior Bonds Partial Redemption Amount
will be paid directly to each person who is registered as owner or
nominee holder of 2025 Senior Bonds in the debt register maintained
by VP Securities A/S at the end of business on the record date.
The above redemption notice is irrevocable and
is governed by Danish law.
2026 Senior Bonds – Voluntary Early Redemption – Equity Claw
Back
Reference is made to Condition 11.4 (Voluntary
Early Redemption – Equity Claw Back) of the 2026 Senior Conditions.
Capitalised terms used in this section have the meaning given to
them in the 2026 Senior Conditions.
The Issuer hereby gives notice to the
Bondholders that, in connection with the MHCC Equity Investment
constituting an Equity Transaction, the Issuer will redeem 35.00%
of the total aggregate Nominal Amount of the 2026 Senior Bonds
outstanding in accordance with Condition 11.4 (Voluntary Early
Redemption – Equity Claw Back) of the 2026 Senior Conditions (the
“2026 Senior Bonds Partial Redemption”).
The 2026 Senior Bonds Partial Redemption will
occur on 2 May 2024 (the “2026 Senior Bonds Partial
Redemption Date”). The record date for the 2026 Senior
Bonds Partial Redemption is set to 30 April 2024, i.e., one (1)
Business Day prior to the 2026 Senior Bonds Partial Redemption
Date.
The 2026 Senior Bonds Partial Redemption shall
reduce the aggregate nominal amount of the 2026 Senior Bonds held
by each Bondholder on a pro rata basis by the Nominal Amount of
2026 Senior Bonds redeemed.
The 2026 Senior Bonds will be partially redeemed
at a price equal to 102.00% of the Nominal Amount redeemed,
together with accrued but unpaid Interest on the redeemed amount
(the “2026 Senior Bonds Partial Redemption
Amount”). The 2026 Senior Bonds Partial Redemption Amount
will be paid directly to each person who is registered as owner or
nominee holder of 2026 Senior Bonds in the debt register maintained
by VP Securities A/S at the end of business on the record date.
The above redemption notice is irrevocable and
is governed by Danish law.
Capital Securities – Redemption due to a Replacing Capital
Event
Reference is made to Condition 13.6 (Redemption
due to a Replacing Capital Event) of the Hybrid Conditions.
Capitalised terms used in this section have the meaning given to
them in the Hybrid Conditions.
The Issuer hereby gives notice to the
Securityholders that, following the occurrence of the MHCC
Investment constituting a Replacing Capital Event, the Issuer will
redeem all of the outstanding Capital Securities in accordance with
Condition 13.6 (Redemption due to a Replacing Capital Event) of the
Hybrid Conditions (the “Capital Securities
Redemption”).
The Capital Securities Redemption will occur on
17 May 2024 (the “Capital Securities Redemption
Date”). The record date for the Capital Securities
Redemption is set to 16 May 2024, i.e., one (1) Business Day prior
to the Capital Securities Redemption Date.
The outstanding Capital Securities will be
redeemed on the Capital Securities Redemption Date at their Early
Redemption Amount (being 103.00% of the principal amount per
Capital Security), together with interest accrued to (but
excluding) the Capital Securities Redemption Date (the
“Capital Securities Redemption Amount”). There are
no Outstanding Payments in respect of the Capital Securities. The
Capital Securities Redemption Amount will be paid directly to each
person who is registered as owner or nominee holder of Capital
Securities in the debt register maintained by VP Securities A/S at
the end of business on the record date.
In connection with the Capital Securities
Redemption, the Capital Securities will be delisted from Nasdaq
Copenhagen.
The above redemption notice is irrevocable and
is governed by Danish law.
For further information, please contact
the Issuer:
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.