TIDM96DB
RNS Number : 6231L
Eesti Energia AS
16 May 2022
Deutsche Bank announces Tender Offer for
Eesti Energia Aktsiaselts' EUR500,000,000 2.384 per cent. Notes
due 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, 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 OF AMERICA OR THE DISTRICT
OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE
"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).
16 May 2022 . Deutsche Bank Aktiengesellschaft (the Offeror)
today announces an invitation to holders of the outstanding
EUR500,000,000 2.384 per cent. Notes due 2023 (ISIN: XS1292352843)
(the Notes) of Eesti Energia Aktsiaselts (the Company) to tender
their Notes for purchase by the Offeror for cash (such invitation,
the Offer). The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 16 May
2022 (the Tender Offer Memorandum), and is subject to the offer and
distribution restrictions set out below and as more fully described
in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used in this announcement but not
defined have the meanings given to them in the Tender Offer
Memorandum.
Summary of the Offer
Description of Outstanding Amount subject to
the Notes ISIN / Common Code Nominal Amount Benchmark Purchase Spread the Offer
------------------ ------------------- ------------------ ------------------- ---------------- ------------------
EUR500,000,000 XS1292352843 / EUR500,000,000 Interpolated 170 bps An aggregate
2.384 per cent. 129235284 Mid-Swap Rate nominal amount to
Notes due 2023 be determined by
the Offeror,
which is expected
to be equal
to the nominal
amount of the New
Notes, and
announced by the
Offeror as set
out herein and
in the Tender
Offer Memorandum
Rationale for the Offer
The purpose of the Offer and the planned issuance of New Notes
(as defined below) is, amongst other things, to proactively manage
the Company's expected redemption profile. The Offer also provides
Noteholders with the opportunity to sell their current holdings in
the Notes and to apply for priority in the allocation of the New
Notes, as more fully described below and in the Tender Offer
Memorandum.
Purchase Price
The Offeror will, on the Tender Offer Settlement Date, pay for
any Notes validly tendered and accepted by it for purchase pursuant
to the Offer a price (the Purchase Price) to be determined at or
about 2.00 p.m. (London time) (the Pricing Time) on 25 May 2022
(the Pricing Date) in the manner described in the Tender Offer
Memorandum by reference to a sum (such sum, the Purchase Yield) of:
(i) the purchase spread of 170 basis points (the Purchase Spread);
and (ii) the Interpolated Mid-Swap Rate.
The Purchase Price will be determined by the Dealer Managers in
accordance with market convention and expressed as a percentage of
the nominal amount of the Notes accepted for purchase pursuant to
the Offer (rounded to the nearest 0.001 per cent., with 0.0005 per
cent. rounded upwards), and is intended to reflect a yield to
maturity of the Notes on the Tender Offer Settlement Date based on
the Purchase Yield. Specifically, the Purchase Price will equal (a)
the value of all remaining payments of nominal and interest on the
Notes up to and including the scheduled maturity date of the Notes,
discounted to the Tender Offer Settlement Date at a discount rate
equal to the Purchase Yield, minus (b) Accrued Interest in respect
of the Notes.
Accrued Interest
The Offeror will also pay, on the Tender Offer Settlement Date,
an Accrued Interest Payment in respect of any Notes accepted by it
for purchase pursuant to the Offer.
Maximum Acceptance Amount and Pro-ration
Maximum Acceptance Amount
If the Offeror decides to accept any validly tendered Notes for
purchase pursuant to the Offer, the Offeror proposes that the
aggregate nominal amount of Notes it will accept for purchase
pursuant to the Offer (subject to the satisfaction (or waiver) of
the New Issue Condition) will be no greater than an amount (the
Maximum Acceptance Amount) to be determined by the Offeror, which
is expected to be equal to the nominal amount of the New Notes (as
defined below) to be issued, and which it will announce as soon as
reasonably practicable following pricing of the New Notes (which
may occur before or after the Expiration Deadline), although the
Offeror reserves the right, in its sole discretion, to accept
significantly more or significantly less than (or none of) such
amount for purchase pursuant to the Offer (the final aggregate
nominal amount of Notes accepted for purchase pursuant to the Offer
being the Final Acceptance Amount).
Pro-ration
If the Offeror decides to accept any validly tendered Notes for
purchase pursuant to the Offer and the aggregate nominal amount of
Notes validly tendered for purchase pursuant to the Offer is
greater than the Final Acceptance Amount, the Offeror intends to
accept Notes for purchase on a pro rata basis such that the
aggregate nominal amount of Notes accepted for purchase pursuant to
the Offer is no greater than the Final Acceptance Amount. See the
Tender Offer Memorandum for further information.
New Issue Condition
The Offeror is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offer. The acceptance for
purchase by the Offeror of Notes validly tendered pursuant to the
Offer is at the sole discretion of the Offeror and tenders may be
rejected by the Offeror for any reason.
The Company announced today its intention to issue a series of
new euro-denominated fixed rate notes (the New Notes). Whether the
Offeror will purchase any Notes validly tendered in the Offer is
subject, without limitation, to the pricing of the issue of the New
Notes and the signing by the Company and the Managers of a
subscription agreement for the purchase of, and subscription for,
the New Notes (the New Issue Condition).
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the prospectus
to be prepared by the Company in connection with the issue and
listing of the New Notes (including any amendment or supplement
thereto, the Prospectus), and no reliance is to be placed on any
representations other than those contained in the Prospectus.
Subject to compliance with applicable securities laws and
regulations, a preliminary prospectus (the Preliminary Prospectus)
to be dated on or about 16 May 2022 relating to the New Notes is
available from the Managers on request.
For the avoidance of doubt, the ability to purchase New Notes is
subject to all applicable securities laws and regulations in force
in any relevant jurisdiction (including the jurisdiction of the
relevant Noteholder and the selling restrictions set out in the
Prospectus). It is the sole responsibility of each Noteholder to
satisfy itself that it is eligible to purchase the New Notes.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in this announcement or the Tender Offer
Memorandum constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other
jurisdiction. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of, the United States Securities Act
of 1933, as amended (the Securities Act). The New Notes have not
been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the
Securities Act).
Compliance information for the New Notes : EU MiFID
professionals/ECPs-only - eligible counterparties and professional
clients only (all distribution channels). No EU PRIIPS KID - No
sales to EEA retail investors; no key information document has been
or will be prepared. No UK PRIIPs KID - no sales to UK retail
investors; no key information document has been or will be
prepared.
See the Preliminary Prospectus and the Prospectus for further
information.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Priority in Allocation of the New Notes
When considering allocation of the New Notes, the Company may
give preference to those Noteholders that, prior to such
allocation, have validly tendered or have given a firm indication
to any Dealer Manager that they intend to tender their Notes for
purchase pursuant to the Offer. Therefore, a Noteholder that wishes
to subscribe for New Notes in addition to tendering its existing
Notes for purchase pursuant to the Offer may be eligible to
receive, at the sole and absolute discretion of the Company,
priority in the allocation of the New Notes, subject to the issue
of the New Notes and such Noteholder making a separate application
for the purchase of such New Notes to a Dealer Manager (in its
capacity as a joint lead manager of the issue of the New Notes) in
accordance with the standard new issue procedures of such Dealer
Manager. Any such preference will, subject to the sole and absolute
discretion of the Company, be applicable up to the aggregate
nominal amount of Notes tendered by such Noteholder (or in respect
of which such Noteholder has indicated a firm intention to tender
as described above) pursuant to the Offer. However, the Company is
not obliged to allocate any New Notes to a Noteholder that has
validly tendered or indicated a firm intention to tender its Notes
for purchase pursuant to the Offer and, if any such New Notes are
allocated, the nominal amount thereof may be less or more than the
nominal amount of Notes tendered by such Noteholder and accepted
for purchase by the Offeror pursuant to the Offer. Any such
allocation will also, among other factors, take into account the
minimum denomination of the New Notes (being EUR100,000).
All allocations of the New Notes, while being considered by the
Company as set out above, will be made in accordance with customary
new issue allocation processes and procedures in the sole and
absolute discretion of the Company. In the event that a Noteholder
validly tenders Notes pursuant to the Offer, such Notes will remain
subject to such tender and the conditions of the Offer as set out
in the Tender Offer Memorandum irrespective of whether that
Noteholder receives all, part or none of any allocation of New
Notes for which it has applied.
Noteholders should note that the pricing and allocation of the
New Notes may take place before or after the Expiration Deadline
for the Offer and any Noteholder that wishes to subscribe for New
Notes in addition to tendering Notes for purchase pursuant to the
Offer should therefore provide, as soon as practicable, to any
Dealer Manager any indications of a firm intention to tender Notes
for purchase pursuant to the Offer and the nominal amount of Notes
that it intends to tender.
Tender Instructions
In order to participate in the Offer, and be eligible to receive
the Purchase Price and the Accrued Interest Payment pursuant to the
Offer, Noteholders must validly tender their Notes by delivering,
or arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by 4.00 p.m.
(London time) on 24 May 2022 (the Expiration Deadline). Tender
Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of no less than the minimum denomination,
being EUR100,000, and may be submitted in integral multiples of
EUR1,000 thereafter.
A separate Tender Instruction must be completed on behalf of
each beneficial owner.
Indicative Timetable for the Offer
Events Times and Dates
(All times are London time)
Commencement of the Offer 16 May 2022
Announcement of the Offer and intention of the Company to
issue the New Notes. Tender Offer
Memorandum available from the Tender Agent (subject to
the restrictions set out in "Offer
and Distribution Restrictions" below).
Announcement of Maximum Acceptance Amount
Announcement of the Maximum Acceptance Amount. As soon as reasonably practicable following the pricing
of the New Notes (which may occur
before or after the Expiration Deadline)
Expiration Deadline 4.00 p.m. on 24 May 2022
Final deadline for receipt of valid Tender Instructions
by the Tender Agent in order for Noteholders
to be able to participate in the Offer.
Announcement of Indicative Results Prior to the Pricing Time on the Pricing Date
Announcement of the aggregate nominal amount of Notes
validly tendered in the Offer, together
with a non-binding indication of the level at which it
expects to set the Final Acceptance
Amount and (if applicable) indicative details of the
Pro-ration Factor that will apply to
valid tenders of Notes in the event that the Offeror
decides to accept (subject to the satisfaction
(or waiver) of the New Issue Condition on or prior to the
Tender Offer Settlement Date) valid
tenders of Notes for purchase pursuant to the Offer.
Pricing Date and Pricing Time 25 May 2022 at or around 2.00 p.m.
Determination of the Interpolated Mid-Swap Rate, the
Purchase Yield and the Purchase Price.
Announcement of Final Results and Pricing of the Offer As soon as reasonably practicable after the Pricing Time
Announcement of whether (subject to satisfaction (or on the Pricing Date
waiver) of the New Issue Condition on
or prior to the Tender Offer Settlement Date) it will
accept valid tenders of Notes pursuant
to the Offer and, if so accepted, (i) the Final
Acceptance Amount, (ii) the Interpolated Mid-Swap
Rate, (iii) the Purchase Yield, (iv) the Purchase Price
and (v) if applicable, the Pro-ration
Factor that will be applied to valid tenders of the
Notes.
Tender Offer Settlement Date 30 May 2022
Subject to satisfaction or waiver of the New Issue
Condition, expected Tender Offer Settlement
Date for the Offer.
The above times and dates are subject to the right of the
Offeror to extend, re-open, amend, and/or terminate the Offer
(subject to applicable law and as provided in the Tender Offer
Memorandum). Noteholders are advised to check with any bank,
securities broker or other intermediary through which they hold
Notes when such intermediary would need to receive instructions
from a Noteholder in order for that Noteholder to be able to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offer before the deadlines specified in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each
Clearing System for the submission and withdrawal of Tender
Instructions will be earlier than the relevant deadlines specified
in the Tender Offer Memorandum.
Questions and requests for assistance in connection with (i) the
Offer may be directed to the Dealer Managers, and (ii) the delivery
of Tender Instructions may be directed to the Tender Agent, the
contact details for each of which are set out below.
BNP Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability
Management Group; Email: liability.management@bnpparibas.com);
Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 8011;
Attention: Liability Management Group); and Skandinaviska Enskilda
Banken AB (publ) (Telephone: +358 40 585 7898; Attention: Liability
Management Group; Email: SEBLiabilityManagement@seb.se) are acting
as Dealer Managers and Citibank, N.A. (Telephone: +44 20 7508 3867;
Attention: Exchange Team; Email: citiexchanges@citi.com) is acting
as Tender Agent.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Noteholder is in any doubt as to the contents of this
announcement, the Tender Offer Memorandum or the action it should
take, it is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax
or legal adviser. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if it wishes to tender such
Notes pursuant to the Offer. The Dealer Managers will not be
responsible to any Noteholders for providing the protections
afforded to customers of the Dealer Managers or for advising any
other person in connection with the Offer. None of the Company, the
Offeror, the Dealer Managers or the Tender Agent makes any
recommendation whether Noteholders should tender Notes pursuant to
the Offer.
This announcement is made by the Company and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the EUWA (UK MAR), encompassing information relating to
the Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by
Andri Avila, Chief Financial Officer and Member of the Management
Board at the Company.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by each of the Offeror, the
Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions. Neither this announcement
nor the Tender Offer Memorandum constitutes (i) an offer to buy or
a solicitation of an offer to sell Notes (and tenders of Notes in
the Offer will not be accepted from Noteholders) in any
circumstances in which such offer or solicitation is unlawful or
(ii) an offer to sell or a solicitation of an offer to buy the New
Notes. In those jurisdictions where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or
dealer and any of the Dealer Managers or any of their respective
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offer shall be deemed to be made by such Dealer
Manager or such affiliate, as the case may be, on behalf of the
Offeror in such jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities and the minimum denomination of the New Notes will be
EUR100,000.
United States . The Offer is not being made, and will not be
made, directly or indirectly in or into, or by use of the mail of,
or by any means or instrumentality of interstate or foreign
commerce of, or of any facilities of a national securities exchange
of, the United States. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes may
not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly,
copies of the Tender Offer Memorandum and any other documents or
materials relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or
to any persons located or resident in the United States. Any
purported tender of Notes in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by a person located in the
United States or any agent, fiduciary or other intermediary acting
on a non-discretionary basis for a principal giving instructions
from within the United States will be invalid and will not be
accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the United States Securities Act of 1933, as
amended (the Securities Act). The New Notes have not been, and will
not be, registered under the Securities Act or the securities laws
of any state or other jurisdiction of the United States, and may
not be offered, sold or delivered, directly or indirectly, in the
United States or to, or for the account or benefit of, U.S.
persons.
Each holder of Notes participating in the Offer will represent
that it is not located in the United States and is not
participating in the Offer from the United States, or it is acting
on a non-discretionary basis for a principal located outside the
United States that is not giving an order to participate in the
Offer from the United States. For the purposes of this and the
above two paragraphs, United States means the United States of
America, 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 of
America and the District of Columbia.
United Kingdom . The Tender Offer Memorandum has been issued by
Deutsche Bank Aktiengesellschaft (the Offeror) which is subject to
regulation by the United Kingdom Financial Conduct Authority (the
FCA) and limited regulation by the Prudential Regulation Authority,
and is being distributed only to existing holders of the Notes. The
Tender Offer Memorandum is only addressed to such Noteholders where
they would (if they were clients of the Offeror) be per se
professional clients or per se eligible counterparties of the
Offeror within the meaning of the FCA rules. The Tender Offer
Memorandum is not addressed to or directed at any persons who would
be retail clients within the meaning of the FCA rules and any such
persons should not act or rely on it. Recipients of the Tender
Offer Memorandum should note that the Offeror is acting on its own
account in relation to the Offer and will not be responsible to any
other person for providing the protections which would be afforded
to clients of the Offeror or for providing advice in relation to
the Offer.
In addition, this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offer are not for
general distribution and must not be passed on to the general
public in the United Kingdom. The communication of such documents
and materials is made only to and directed only at those persons in
the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
Financial Promotion Order)) or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
Italy . None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian
laws and regulations. The Offer is being carried out in the
Republic of Italy (Italy) as an exempted offer pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the Financial Services Act) and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999,
as amended. Accordingly, Noteholders or beneficial owners of the
Notes that are located in Italy can tender Notes for purchase
pursuant to the Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other
Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offer.
Estonia . Neither this announcement, the Tender Offer Memorandum
nor any other documents or materials relating to the Offer have
been approved by the Estonian Financial Supervision and Resolution
Authority (Finantsinspektsioon) for the purposes of public offering
or sale in the Republic of Estonia and, accordingly, the Offer is
not made to the public in Estonia. Accordingly, the Offer is not
being made, directly or indirectly, in Estonia or to or for the
benefit of any resident of Estonia (which term as used in this
paragraph means any person resident in Estonia, including any
corporation or other entity incorporated under the laws of Estonia)
except in compliance with an exemption under the Regulation (EU)
2017/1129 from the requirement to produce a prospectus and in
compliance with Estonian law, including with applicable
requirements of the Estonian Securities Market Act (the Securities
Market Act). The Offer is not being made to Noteholders who are
natural persons residing in Estonia unless such persons are
qualified investors within the meaning of Article 6(2) of the
Securities Market Act, acting on their own account, and have
purchased the Notes with money held in an investment account as
specified in Article 172 of the Estonian Income Tax Act.
France . The Offer is not being made, directly or indirectly, to
the public in the Republic of France (France). This announcement,
the Tender Offer Memorandum and any other document or material
relating to the Offer has only been and shall only be distributed
in France to qualified investors as defined in Article 2(e) of
Regulation (EU) 2017/1129, as amended. Neither this announcement
nor the Tender Offer Memorandum have been nor will be submitted for
clearance to nor approved by the Autorité des Marchés
Financiers.
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(END) Dow Jones Newswires
May 16, 2022 05:55 ET (09:55 GMT)
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