RCS - DTEK Renew. Fin B.V. - DTEK Renewables BV annonced tender offer
30/01/2023 19:30
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RNS Number : 3208O DTEK Renewables Finance B.V. 30 January 2023
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF THAT JURISDICTION.
ORNEX LIMITED ANNOUNCED AN OFFER TO THE HOLDERS OF THE €325,000,000 8.50%
SENIOR NOTES DUE 2024 ISSUED BY DTEK RENEWABLES FINANCE B.V.
Ornex Limited (the "Offeror") invited holders of the €325,000,000 8.50%
Senior Notes due 2024 issued by DTEK Renewables Finance B.V. (the "Notes") to
tender such Notes for purchase by the Offeror for cash, at a price to be
determined pursuant to an unmodified Dutch auction, up to an Aggregate Tender
Consideration (as defined below) (the "Offer").
The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 27 January 2023 (the "Tender Offer
Memorandum"). Capitalised terms used in this announcement but not otherwise
defined have the meanings given to them in the Tender Offer Memorandum.
Description of the Notes ISIN / Common Code Outstanding principal amount Minimum Submitted Price Maximum Submitted Price Purchase Price Aggregate Tender Consideration
€325,000,000 8.50% Senior Notes due 2024 issued by DTEK Renewables Finance Regulation S Notes: 206998024/XS2069980246 €1((2)) per €1,000 in principal amount of the Notes €1,000((2)) per €1,000 in principal amount of the Notes To be determined in accordance with the auction procedure set forth in the €20,000,000((2))
B.V.
Tender Offer Memorandum
144A Notes: 207001325/XS2070013250
€325,000,000((1))
______________
(1) Of which €8,600,000 principal amount of Notes are currently held by
the Offeror and will not be tendered in the Offer.
(2) Subject to applicable laws and the terms set forth in this Tender
Offer Memorandum, the Offeror reserves the right, in its sole discretion, to
increase or decrease the proposed Aggregate Tender Consideration, the Minimum
Submitted Price and/or the Maximum Submitted Price. The Offeror will promptly
announce any increase or decrease to the Aggregate Tender Consideration, the
Minimum Submitted Price and/or the Maximum Submitted Price. For the avoidance
of doubt, the Offeror will not grant revocation rights in the event it
increases or decreases the Aggregate Tender Consideration, the Minimum
Submitted Price and/or the Maximum Submitted Price.
Background to the Offer
On 24 February 2022, Russian forces commenced an invasion of Ukraine
resulting in a full-scale war across the Ukrainian state. In response, the
Government of Ukraine declared martial law and, on 28 February 2022, the
Chamber of Commerce and Industry of Ukraine confirmed that the ongoing
hostilities had resulted in the occurrence of a force majeure situation in
Ukraine. As a result, the Group has experienced a number of significant
challenges and disruptions, including, but not limited to:
· The Group's electricity production decreased by approximately 70%
during the period from March 2022 to December 2022 compared to the same period
in 2021, from 1,739 MWh to 521 MWh.
· On 24 February 2022, Ukrenergo instructed all Ukrainian renewable
energy producers to cease production activities in order to ensure the
stability and balancing of the Ukrainian energy sector. Such restrictions were
lifted on 2 March 2022, but only the Group's solar power plants have been able
to recommence operations. The Group's wind power assets, which represent
approximately 50% of the Group's total generation capacity, are not currently
operating because of damage to the local electricity grid and due to their
proximity to the military activity. Further, the Group's windfarms are located
on territory that is temporarily not controlled by the Ukrainian government.
In addition, generation at Tryfanovskaya SPP was suspended in May 2022 due to
damage caused to the local distribution network and regular shelling in the
area. Operations at Tryfanovskaya SPP only recommenced in December 2022
following the liberation of the territory on which Tryfanovskaya SPP is
situated in Autumn 2022, although the SPP is currently only able to operate at
15% of its installed capacity because of damage to the local distribution
system operator's substation. The Group is still inspecting the extent of such
damage.
· The Group has not been paid in full for electricity provided by
it to the Guaranteed Buyer during 2021 and 2022. The Group has received only
the following percentages of the total amounts due and payable to it by the
Guaranteed Buyer for the relevant periods stated: (i) 88% for February 2022,
(ii) between 17% and 33% for March-July, (iii) 50% for August 2022, (iv) 68%
for September 2022, (v) 75% for October 2022, (vi) 93% for November 2022,
(vii) 84% for December 2022, and (viii) 99% for the first twenty days of
January 2023. The Guaranteed Buyer owed in aggregate €32.4 million to the
Group as of 1 January 2023, of which €2.8 million relates to electricity
purchased in 2021 and €29.6 million related to electricity purchased in
2022.
· At the request of Ukrenergo, the Group has significantly
increased the amount of curtailment services provided by it since the
commencement of the war, but it has only received 49% of the payments due to
it from Ukrenergo for such services.
· The recalculation of the applicable FiT to incorporated exchange
rate adjustments was suspended until the end of September 2022, and the
payment of FiT reflecting such adjustments only resumed in October 2022.
The Group continues to face significant risks and impediments.
The purpose of the Offer is to enable the Group to optimise its capital
structure by deleveraging and decreasing its debt burden. The Offeror may, at
its discretion, at any time and from time to time, elect to cancel, hold
and/or sell any or all of the Notes purchased by it pursuant to the Offer.
Indicative Timetable
Noteholders should take note of the times and dates set out below in
connection with the Offer. The times and dates are indicative only and are
subject to change in accordance with the terms of the Offer. Accordingly, the
actual timetable may differ from the indicative timetable set out below.
Date and Time
Action
27 January 2023 Commencement of the Offer
Announcement of the Offer. Tender Offer Memorandum available from the Tender
Agent.
10 February 2023, 4:00 p.m. Expiration Deadline
(London time)
The last time and date for Holders to submit Tender Instructions in order to
be able to participate in the Offer and to be eligible to receive the Purchase
Price and Accrued Interest on the Effective Date.
On or about 13 February 2023 Results Announcement
Announcement of (i) the sum of all Total Amounts; (ii) the aggregate principal
amount of Notes validly tendered and accepted for purchase in the Offer; (iii)
the Highest Accepted Price; (iv) the Scaling Factor, if applicable, for
Pro-Rated Holders; and (v) the expected Effective Date.
On or about 24 February 2023 Effective Date
Settlement date for Notes validly tendered and accepted for purchase by the
Offeror. Payment of the Purchase Price and any Accrued Interest in respect of
any such Notes.
Subject to applicable securities laws and the terms set within the Tender
Offer Memorandum, the Offeror reserves the right, with respect to the Offer
made by it, (i) to increase or decrease the Aggregate Tender Consideration,
(ii) to waive or modify in whole or in part any and all conditions to the
Offer, (iii) to extend the Expiration Deadline or the Effective Date, (iv) to
modify or terminate the Offer; or (v) to otherwise amend the Offer in any
respect. In the event that the Offer is terminated or otherwise not completed,
the Purchase Price relating to the Notes subject to such Offer will not be
paid or become payable, without regard to whether Holders have validly
tendered their Notes (in which case such tendered Notes will be promptly
returned to the Holders).
Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would
require to receive instructions from a Holder in order for that Holder to be
able to participate in the Offer before the deadlines specified above. The
deadlines set by any such intermediary and the relevant Clearing System for
the submission of Tender Instructions will be earlier than the relevant
deadlines specified above. See "Procedures for Participating in the Offer" in
the Tender Offer Memorandum.
Purchase Price
The price the Offeror will pay for the Notes validly tendered and accepted for
purchase by the Offeror pursuant to the Offer will be determined pursuant to
an unmodified Dutch auction, as set out below.
The purchase price (specific to each Noteholder) in respect of the Notes
validly tendered by a Noteholder and accepted for purchase by the Offeror
pursuant to the Offer (each such price, expressed as a Euro amount per
€1,000 in principal amount of the Notes which will be purchased by the
Offeror from such Noteholder, a "Purchase Price") shall be equal to the
Submitted Price specified by the relevant Noteholder in its relevant Tender
Instruction, subject to the Minimum Purchase Price, the Maximum Purchase Price
and the Aggregate Tender Consideration, as more fully described below.
As the Purchase Price applicable to each relevant Noteholder who submits a
valid Tender Instruction that is accepted by the Offeror is the price
specified by such Noteholder in its relevant Tender Instruction, the Purchase
Price payable to each Noteholder will not necessarily be the same.
Total Amount Payable to Noteholders
The total amount that will be due to each Noteholder on the Effective Date for
the Notes accepted for purchase from such Noteholder pursuant to the Offer
(the "Total Amount") will be an amount (rounded to the nearest €0.01, with
half a Euro cent being rounded upwards) equal to the sum of:
· the product of (x) the aggregate principal amount of Notes of
such Noteholder accepted for purchase pursuant to the Offer and (y) the
relevant Purchase Price (the "Note Purchase Payment Amount"); and
· the Accrued Interest Payment.
Each Purchase Price will be determined in the manner described in "Purchase
Price" above. The determination of the Total Amount by the Offeror will, in
the absence of manifest error, be final and binding on the relevant
Noteholder.
Aggregate Tender Consideration
It is the current intention of the Offeror that the aggregate cash
consideration, excluding any Accrued Interest Payment, to be paid by the
Offeror to purchase Notes validly tendered and accepted for purchase in the
Offer will be €20,000,000 (the "Aggregate Tender Consideration") on the
terms and subject to the conditions contained in the Tender Offer Memorandum.
The Offeror reserves the right, in its sole discretion and for any reason, to
increase or decrease the Aggregate Tender Consideration at any time or from
time to time. The Offeror will determine, in its sole discretion on the terms
and subject to the conditions set forth in the Tender Offer Memorandum, the
aggregate principal amount of the Notes validly tendered pursuant to the
Tender Offer that it will accept for purchase.
Submission of Tender Instructions by Noteholders
In order to participate in, and be eligible to receive the relevant Purchase
Price and the Accrued Interest Payment pursuant to the Offer, a Noteholder
must validly tender its Notes by delivering, or arranging to have delivered on
its behalf, a valid Tender Instruction that is received by the Tender Agent by
the Expiration Deadline. See "Procedures for Participating in the Offer" in
the Tender Offer Memorandum.
Noteholders may submit one or more Tender Instructions prior to the Expiration
Deadline, provided that the aggregate principal amount of Notes outstanding
does not exceed the principal amount of Notes which such Noteholder holds. A
Tender Instruction must specify:
· the Submitted Price, in increments of €1 per €1,000 in
principal amount of Notes, that is equal to or lower than the Maximum Purchase
Price and equal to or higher than the Minimum Purchase Price, that such
Noteholder would be willing to accept as the Purchase Price in respect of the
Notes that are the subject of the particular Tender Instruction;
· the principal amount of Notes, in increments of €1,000 (subject
to the Minimum Denomination) that the relevant Noteholder is tendering at that
Submitted Price (the "Submitted Amount"); and
· such other information as is specified in "Procedures for
Participating in the Offer - Instructions" in the Tender Offer Memorandum.
If a Tender Instruction specifies a Submitted Price that is not in whole
increments of €1 per €1,000 in principal amount of Notes, such Offer price
will be rounded to the nearest €1 increment below the Maximum Purchase
Price.
The applicable Purchase Price for Tender Instructions that do not specify a
Submitted Price or specify a Submitted Price above the Maximum Purchase Price
will be deemed by the Offeror equal to the Maximum Purchase Price.
Acceptance of Tender Instructions and Pro-Ration
On any subject to the terms and conditions of the Tender Offer Memorandum, the
Offeror will accept all Tender Instructions received by the Tender Agent by
the Expiration Date, in the order (of the respective Submitted Price) starting
from the lowest Submitted Price (representing the largest discount to par) to
any higher Submitted Price (representing a smaller discount to par), up to and
including the Submitted Price that represents the highest price that yields an
aggregate amount payable by the Offeror (calculated as the sum of all relevant
Note Purchase Payment Amounts, subject to pro ration as set out below), in
respect of all Tender Instructions with Submitted Prices at or below such
price, that is equal to or less than the Aggregate Tender Consideration (such
highest price referred to as the "Highest Accepted Price").
If there is at least one Noteholder submitting a Tender Instruction, the
Offeror will, subject to the terms and conditions of the Tender Offer
Memorandum, purchase the outstanding Notes of each such Noteholder in the
Submitted Amounts at the applicable Purchase Price; provided that if the sum
of all Note Purchase Payment Amount submitted by all Noteholders at Submitted
Prices at or below the Highest Accepted Price exceeds the Aggregate Tender
Consideration then the purchase of the principal amount of the Notes for those
Noteholders whose Submitted Price equals the Highest Accepted Price (the
"Pro-Rated Holders") shall be made pro rata among the Pro-Rated Holders in
accordance with the respective Submitted Amounts submitted by such Pro-Rated
Holders.
In the event such pro-ration is required, the Offeror shall announce the
factor by which acceptances of the Notes of Pro-Rated Holders will be scaled
down (the "Scaling Factor"). The principal amount of each validly tendered
Note accepted for purchase will be determined by multiplying each Noteholder's
tender of the Notes by the Scaling Factor, and rounding the product down to
the nearest €1,000, subject to the Minimum Denomination.
If the application of such Scaling Factor and rounding down would result in
(i) the relevant Noteholder transferring Notes to the Offeror in an aggregate
principal amount of less than the Minimum Denomination or (ii) the Notes in an
aggregate principal amount of less than the Minimum Denomination being
returned to the relevant Noteholder, then the Offeror will, in its sole and
absolute discretion, either reject all of the Notes tendered by such
Noteholder or accept all of the Notes tendered by such Noteholder without
scaling.
Payment
The aggregate amounts payable to Noteholders for such Notes in each Clearing
System will be paid, in immediately available funds, by making payment to the
Tender Agent not later than 12:00 noon on the Effective Date for payment to
the cash accounts of the relevant Noteholders in such Clearing System (see
"Procedures for Participating in the Offer"). The payment of such aggregate
amounts to the Clearing Systems will discharge the obligation of the Offeror
to all such Noteholders in respect of the payment of the relevant Total
Amounts.
Provided the Offeror makes, or procures that there is made on its behalf, full
payment of the Total Amounts for all Notes accepted for purchase pursuant to
the Offer to the Clearing Systems on or before the Effective Date, under no
circumstances will any additional interest be payable to a Noteholder because
of any delay in the transmission of funds from the relevant Clearing System or
any other intermediary with respect to such Notes of that Noteholder.
Tender Instructions Irrevocable
All Tender Instructions will be irrevocable, subject to applicable law.
General
The complete terms and conditions of the Offer are set forth in the Tender
Offer Memorandum, which can be obtained from the Tender Agent, whose contact
details are set out below. Noteholders are urged to read the Tender Offer
Memorandum carefully.
Any questions regarding the terms of the Offer or requests for assistance
concerning the Offer should be directed to the Offeror at the address and
telephone number set forth below. Requests for assistance relating to the
procedure for tendering the Notes and additional copies of the Tender Offer
Memorandum may be directed to the Tender Agent at the address and telephone
number set forth below. You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.
THE TENDER AGENT
The Bank of New York Mellon, London Branch
160 Queen Victoria Street
London, EC4V 4LA
Telephone: +44 (0) 1202 689644
Attention: Debt Restructuring Services
Email: debtrestructuring@bnymellon.com
THE OFFEROR
Ornex Limited
377, 28 Oktovriou, Soboh House
1st Floor, Neapoli, 3107, Limassol, Cyprus
Telephone: +44 (0) 203 9806598
Attention: Oksana Nersesova
Email: ir@dtek.com
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire or exchange any securities is
being made pursuant to this announcement. This announcement and the Tender
Offer Memorandum contain important information, which must be read carefully
before any decision is made with respect to the Offer. If any Noteholder is in
any doubt as to the action it should take, it is recommended to seek its own
legal, tax and financial advice, including as to any tax consequences, from
its stockbroker, bank manager, solicitor, accountant or other independent
financial 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 participate in the Offer. None of the
Offeror, the Tender Agent or their respective directors, employees or
affiliates makes any recommendation as to whether Noteholders should
participate in the Offer and none of the Offeror or the Tender Agent will have
any liability or responsibility in respect thereto.
OFFER AND DISTRIBUTION RESTRICTIONS
European Economic Area
In any member state of the European Economic Area (a "EEA Member State"), this
announcement is only addressed to and is only directed at qualified investors
within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended
(the "Prospectus Regulation") in that EEA Member State.
Neither this announcement nor the Tender Offer Memorandum nor any other
documentation or material relating to the Offer has been or will be submitted
to a competent authority in the EEA for approval. Therefore, neither this
announcement, nor the Tender Offer Memorandum nor any other documentation or
material relating to the Offer qualifies as an approved prospectus as meant in
Article 6 of the Prospectus Regulation.
Italy
None of the this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offer have been or will be submitted to
the clearance procedure 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 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
(the "Issuers' Regulation"). The Offer is also being carried out in compliance
with article 35-bis, paragraph 7 of the Issuers' Regulation.
A holder of Notes located in the Republic of Italy can tender Notes through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic of 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 September 1, 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 or the Offer.
United Kingdom
The communication of this announcement by the Offeror and 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 (the "FSMA"). 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 is
exempt from the restriction on financial promotions under section 21 of the
FSMA on the basis that it is only directed at and may be communicated to those
persons in the United Kingdom falling within the definition of investment
professionals (as defined by Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 ("Financial Promotion
Order")) or any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order.
General
This announcement does not constitute an offer to sell or buy or the
solicitation of an offer to sell or buy the Notes (and offers of Notes for
sale pursuant to the Offer will not be accepted from the Noteholders) in any
circumstances in which such offer or solicitation is unlawful.
Each Noteholder participating in the Offer will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in "Procedures for Participating in the Offer" in the
Tender Offer Memorandum. Any offer of Notes pursuant to the Offer from a
Noteholder that is unable to make these representations will not be accepted.
Each of the Offeror and the Tender Agent reserves the right, in its absolute
discretion, to investigate, in relation to the offer of Notes for sale
pursuant to the Offer, whether any such representation given by a Noteholder
is correct and, if such investigation is undertaken and as a result the
Offeror determines (for any reason) that such representation is not correct,
such offer shall not be accepted.
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