REG - Floene Energias, S.A - TENDER OFFER FOR ITS OUTSTANDING EUR 600M 1.375%

Banco Santander SAAnnouncement

27/02/2023 09:45

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RNS Number : 1273R  Floene Energias, S.A.  27 February 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 (THE "UNITED STATES") 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.

27 February 2023

FLOENE ENERGIAS, S.A. ANNOUNCES 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 that it is inviting
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 in an aggregate nominal amount of up to
EUR 300,000,000 (subject to the right of the Offeror to increase or decrease
such amount in its sole and absolute discretion) (the "Maximum Acceptance
Amount"), subject to applicable law and regulation and the offer and
distribution restrictions and the satisfaction or waiver of the New Financing
Condition (as defined below) and the other conditions described in the tender
offer memorandum dated 27 February 2023 (the "Tender Offer Memorandum") (such
invitation, the "Offer").

 

 Description of the Notes                                                    ISIN          Outstanding Nominal Amount  Purchase Price                                                             Maximum Acceptance Amount
 EUR 600,000,000 1.375 per cent. Notes due 19 September 2023 (issued by the  PTGGDAOE0001  EUR 600,000,000             99.45 per cent., equal to EUR 99,450 per EUR 100,000 in nominal amount of  Subject as set out herein, up to EUR 300,000,000 in aggregate nominal amount
 Offeror under its former name, Galp Gás Natural Distribuição, S.A.)                                                   Notes                                                                      of the Notes, subject to the right of the Offeror to increase or decrease such
                                                                                                                                                                                                  amount in its sole and absolute discretion
 THE OFFER WILL COMMENCE ON 27 FEBRUARY 2023 AND WILL EXPIRE AT 4.00 P.M.
 (LONDON TIME) ON 3 MARCH 2023 (THE "EXPIRATION TIME") (THE "OFFER PERIOD"),
 UNLESS EXTENDED, RE-OPENED OR TERMINATED EARLIER AT THE SOLE AND ABSOLUTE
 DISCRETION OF THE OFFEROR, AS DESCRIBED HEREIN.

 Intermediaries (including the relevant Interbolsa Affiliate Member or
 International Clearing System) will have deadlines for receiving instructions
 earlier than the Expiration Time and Noteholders should contact the
 intermediary through which they hold their Notes as soon as possible to ensure
 proper and timely delivery of instructions to participate in the Offer.

The Offer is made on the terms and subject to the conditions (including the
New Financing Condition) contained in the Tender Offer Memorandum and should
be read in conjunction with the Tender Offer Memorandum. Capitalised terms
used but not otherwise defined in this announcement shall have the meaning
given to them in the Tender Offer Memorandum.

Rationale for the Offer

The Offeror is making the Offer in order to provide liquidity to the
Noteholders while optimising its funding and liquidity position. The Offer
(together with the term facility entered into between the Offeror and certain
lenders to finance any purchase of Notes by the Offeror pursuant to the Offer
(the "Term Loan")) allows the Offeror to extend the maturity profile of its
outstanding debt.

Details of the Offer

Instruction Notices and Offers to Sell will be irrevocable upon receipt
thereof by the relevant Interbolsa Affiliate Members and Tender Agent
respectively except in the limited circumstances in which revocation of
Instruction Notices and Offers to Sell is specifically permitted in accordance
with the terms of the Offer.

Purchase Price

Subject to satisfaction or waiver of the New Financing Condition, the Purchase
Price shall be 99.45 per cent. of the nominal amount of Notes accepted for
purchase by the Offeror, equal to EUR 99,450 per EUR 100,000 in nominal amount
of Notes.

Tender Consideration

The Tender Consideration payable, subject to satisfaction or waiver of the New
Financing Condition, on the Settlement Date to a Noteholder whose Notes are
validly tendered and accepted for purchase by the Offeror pursuant to the
Offer will be an amount in EUR equal to the sum of:

(i)           the product of (x) the Purchase Price and (y) the
nominal amount of such Notes; and

(ii)          the relevant Accrued Interest Amount in respect of such
Notes,

rounded, if necessary, to the nearest EUR 0.01, with EUR 0.005 being rounded
upwards.

Pro-Ration and Maximum Acceptance Amount

The Offeror proposes to accept Notes for purchase up to the Maximum Acceptance
Amount on the terms and subject to the conditions (including the satisfaction
or waiver of the New Financing Condition) contained in the Tender Offer
Memorandum (although the Offeror reserves the right, in its sole and absolute
discretion and for any reason, to increase or decrease the Maximum Acceptance
Amount).

In the event that the aggregate nominal amount of Offers to Sell validly
received by the Offeror is greater than the Maximum Acceptance Amount, Offers
to Sell may be accepted by the Offeror on a pro rata basis, as further set out
in the Tender Offer Memorandum, such that the aggregate nominal amount of
Notes accepted for purchase is no greater than the Maximum Acceptance Amount.

Until the Offeror announces the final aggregate nominal amount of Notes
accepted for purchase, no assurance can be given that any Offers to Sell will
be accepted. Even if the New Financing Condition is satisfied, the acceptance
of any Offers to Sell is at the sole and absolute discretion of the Offeror
and the Offeror reserves the absolute right not to accept any Offers to Sell.

New Financing Condition

Whether the Offeror will accept for purchase any Notes validly tendered in the
Offer is subject, without limitation, to (unless such condition is waived by
the Offeror in its sole and absolute discretion) the receipt by the Offeror
(in the sole and absolute determination of the Offeror) of the proceeds of the
Term Loan on or prior to the Settlement Date in an amount sufficient to fund
the payment of the aggregate Tender Consideration payable pursuant to the
Offer (the "New Financing Condition").

Procedures

Any Noteholder who wishes to make an Offer to Sell and be eligible to receive
the Tender Consideration pursuant to the Offer should deliver, or arrange to
have delivered on its behalf, to the relevant Interbolsa Affiliate Member and
in accordance with the applicable requirements, a valid Instruction Notice for
subsequent delivery by such Interbolsa Affiliate Member of a corresponding
Offer to Sell to the Tender Agent by the Expiration Time, as further set out
in the Tender Offer Memorandum.

Settlement

Subject to the satisfaction or waiver of the New Financing Condition and the
right of the Offeror to amend or vary the terms of (including the timetable
for) the Offer, the Offeror will pay, or procure the payment of, the Tender
Consideration to all Noteholders whose Offers to Sell have been validly
accepted by the Offeror pursuant to the terms and conditions of the Offer,
subject to receipt of the Notes on the Settlement Date.

Notes in respect of which the Offeror has not accepted an Offer to Sell will
remain outstanding subject to the terms and conditions of such Notes and will
be unblocked as soon as possible on or after the Settlement Date.

Expected Timetable

Please note the following important dates and times relating to the Offer.
Each is indicative only and is subject to change, including as a result of any
extension, termination, withdrawal or amendment as set out under "Extension,
Termination and Amendment" in the Tender Offer Memorandum.

 Events                                                                           Times and Dates
 Commencement of the Offer                                                        27 February 2023
 Offer announced. Notices distributed via Interbolsa and the International
 Clearing Systems and Tender Offer Memorandum available to Noteholders on the
 website of the Tender Agent.
 Expiration Time                                                                  4.00 p.m. (London time) on 3 March 2023
 Deadline for receipt by the Tender Agent of Offers to Sell.

 Noteholders should note that Instruction Notices must be submitted in
 accordance with the deadlines of the relevant Interbolsa Affiliate Members
 and, if applicable, the International Clearing Systems, which will be before
 the Expiration Time.
 Announcement of the results of the Offer                                         As soon as reasonably practicable on 6 March 2023
 Announcement by the Offeror of whether it accepts (subject to satisfaction or
 waiver of the New Financing Condition) for purchase the Notes validly tendered
 in the Offer and, if so, (i) the aggregate nominal amount of Notes to be
 purchased including the Scaling Factor (if any), and (ii) the Maximum
 Acceptance Amount.
 Settlement Date                                                                  Expected to be 9 March 2023
 Subject to satisfaction or waiver of the New Financing Condition on or prior
 to such date, settlement of the Offer.

 Payment of Tender Consideration in respect of Notes accepted for purchase
 pursuant to the Offer.

This is an indicative timetable and is 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). Announcements in connection
with the Offer will be made (i) by delivery of the relevant notice to
Interbolsa for communication by it to Interbolsa Affiliate Members, (ii) to
the International Clearing Systems for communication by them to the Direct
Participants, (iii) at the option of the Offeror, by publication via a
recognised financial news service (e.g. Reuters/Bloomberg) as selected by the
Offeror and (iv) by publication via the regulatory news service of the London
Stock Exchange. Copies of all such announcements, press releases and notices
can also be obtained upon request from the Tender Agent.

Noteholders are advised to check with the securities broker, dealer, bank,
nominee, custodian, trust company or other intermediary (including the
relevant Interbolsa Affiliate Member or International Clearing System) through
which they hold their Notes as to the deadlines by which such intermediary
would require receipt of instructions to participate in, or (in the limited
circumstances in which revocation is permitted) to revoke their instructions
to participate in, the Offer in accordance with the terms and conditions of
the Offer as described in the Tender Offer Memorandum to meet the deadlines
set out above. The deadlines set by any such intermediary and the relevant
Interbolsa Affiliate Member or International Clearing System will be earlier
than the relevant deadlines specified above.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the Offer.

Banco Bilbao Vizcaya Argentaria, S.A. and Banco Santander, S.A. are acting as
Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as
Tender Agent. For detailed terms of the Offer please refer to the Tender Offer
Memorandum which (subject to applicable law and regulation and the offer and
distribution restrictions) can be obtained from the Dealer Managers and the
Tender Agent referred to below.

 

 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. 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, 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.

None of the Offeror, the Dealer Managers or the Tender Agent or any of their
respective directors, employees, officers, agents or affiliates expresses any
opinion about the merits of the Offer or makes any recommendation as to
whether or not any Noteholder should Offer to Sell its Notes and no one has
been authorised by the Offeror, the Dealer Managers or the Tender Agent to
make any such recommendation.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement does not constitute an invitation to participate in the
Offer in or from any jurisdiction in or from which, or to any person to or
from whom, it is unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of this
announcement in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement 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.

UNITED STATES

The Offer is not being made, and will not be made, directly or indirectly in
or into, or by use of the mails 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 as
defined in Regulation S of the U.S. Securities Act of 1933, as amended (the
"Securities Act").

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. 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.

Each Noteholder participating in the Offer will represent that it is not
located in the United States and it 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 paragraphs, "United States" means the
United States of America, its territories and possessions, any state of the
United States of America and the District of Columbia.

UNITED KINGDOM

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer is not being made and such
documents and/or materials have not been approved by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial
promotion is only being made to, and may only be acted upon by, 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, as amended (the "Financial
Promotion Order")) or persons who are within Article 43 of the Financial
Promotion Order or any other persons to whom it may otherwise lawfully be made
under the Financial Promotion Order.

REPUBLIC OF FRANCE

This announcement, the Tender Offer Memorandum and any documents or offering
materials relating to the Offer may not be distributed in the Republic of
France except to qualified investors (investisseurs qualifiés) as defined in
Article 2(e) of the Prospectus Regulation, as amended, and Article L.411-2 of
the French Code monétaire et financier as amended from time to time. This
announcement and the Tender Offer Memorandum have not been and will not be
submitted for clearance to nor approved by the Autorité des marchés
financiers.

REPUBLIC OF ITALY

None of the Offer, this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offer has been or will be 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.
Noteholders or beneficial owners of the Notes that are located in Italy may
tender their Notes in 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 13 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.

GENERAL

This announcement and the Tender Offer Memorandum do not constitute an offer
to buy or the solicitation of an offer to sell Notes, and tenders of Notes for
purchase pursuant to the Offer will not be accepted from Noteholders in any
circumstances in which such offer or solicitation is unlawful.

 

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