REG - Floene Energias, S.A - Tender Offer Final Results Announcement

Banco Bilbao Vizcaya Argentaria SAAnnouncement

06/03/2023 10:15

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RNS Number : 9962R  Floene Energias, S.A.  06 March 2023

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, AS AMENDED.

 

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, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF
COLUMBIA OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER
JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.

6 March 2023

 

FLOENE ENERGIAS, S.A. ANNOUNCES FINAL RESULTS OF A TENDER OFFER FOR ITS
OUTSTANDING EUR 600,000,000 1.375 PER CENT. NOTES DUE 19 SEPTEMBER 2023
(ISSUED BY THE OFFEROR UNDER ITS FORMER NAME, GALP GÁS NATURAL
DISTRIBUIÇÃO, S.A.)

(ISIN: PTGGDAOE0001)

Floene Energias, S.A. (the "Offeror") today announces the final results of its
invitation to holders of its outstanding EUR 600,000,000 1.375 per cent. Notes
due 19 September 2023 (issued by the Offeror under its former name, Galp Gás
Natural Distribuição, S.A.) (ISIN: PTGGDAOE0001) (the "Notes") to tender
their Notes for purchase by the Offeror for cash, subject to applicable law
and regulation and the offer and distribution restrictions and the
satisfaction or waiver of the New Financing Condition (as defined in the
tender offer memorandum dated 27 February 2023 (the "Tender Offer
Memorandum")) and the other terms and conditions described in the Tender Offer
Memorandum (such invitation, the "Offer").

Capitalised terms used but not otherwise defined in this announcement shall
have the meaning given to them in the Tender Offer Memorandum.

The Expiration Time for the Offer was 4.00 p.m. (London time) on 3 March 2023.

The Offeror hereby announces that, subject to the satisfaction (or waiver) of
the New Financing Condition on or prior to the Settlement Date, it has
determined that it will accept for purchase, subject to the  terms and
conditions set out in the Tender Offer Memorandum and at the Purchase Price,
Notes validly tendered pursuant to the Offer, on a pro rata basis, in an
aggregate nominal amount of EUR 180,000,000 (the "Maximum Acceptance Amount").
The Offeror further announces that the Scaling Factor will be as set out in
the table below. Notes accepted for purchase and pro-rated in accordance with
the Scaling Factor will be rounded down to the nearest EUR 100,000 in
accordance with the terms and conditions set out in the Tender Offer
Memorandum.

 Description of the Notes                                                    ISIN          Purchase Price                                                             Accrued Interest                                       Scaling Factor   Aggregate nominal amount of Notes accepted for purchase
 EUR 600,000,000 1.375 per cent. Notes due 19 September 2023 (issued by the  PTGGDAOE0001  99.45 per cent., equal to EUR 99,450 per EUR 100,000 in nominal amount of  EUR 644.18 per EUR 100,000 in nominal amount of Notes  49.33 per cent.  EUR 180,000,000
 Offeror under its former name, Galp Gás Natural Distribuição, S.A.)                       Notes

Notes purchased by the Offeror pursuant to the Offer will be cancelled by the
Offeror. Following such cancellation, the aggregate nominal amount of Notes
outstanding after the Settlement Date will be EUR 420,000,000. Notes which
have not been accepted for purchase by the Offeror pursuant to the Offer will
remain outstanding.

Subject to the satisfaction (or waiver) of the New Financing Condition,
payment of the Tender Consideration in respect of the Notes will occur on the
Settlement Date for the Offer which is expected to be 9 March 2023.

 

 DEALER MANAGERS
 Banco Bilbao Vizcaya Argentaria, S.A.  Banco Santander, S.A.
 44th Floor                             2 Triton Square

One Canada Square
Regent's Place

London E14 5AA
London NW1 3AN

United Kingdom
United Kingdom

 Attention: Liability Management        Attention: Liability Management

Email: liabilitymanagement@bbva.com
Email: liabilitymanagement@santandercib.co.uk
 THE TENDER AGENT
 Kroll Issuer Services Limited
 The Shard
 32 London Bridge Street
 London SE1 9SG
 United Kingdom

Telephone: +44 20 7704 0880
 Attention: Thomas Choquet / Jacek Kusion
 Email: floene@is.kroll.com
 Website: https://deals.is.kroll.com/floene

 

This announcement is released by Floene Energias, S.A. 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 United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended ("UK MAR"), encompassing information
relating to the Offer, as described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by Pedro Doutel,
Chief Financial Officer and Member of the Executive Board of the Offeror.

 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. 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, legal, regulatory and tax advice,
including in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial,
regulatory, tax or legal adviser.

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 an offer to buy or
the solicitation of an offer to sell Notes or an invitation to participate in
the Offer.

 

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