RCS - DTEK Renew. Fin B.V. - DTEK Renewables BV tender offer extention

Bank Of New York MellonAnnouncement

10/02/2023 17:30

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RNS Number : 6299P  DTEK Renewables Finance B.V.  10 February 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.

 

10 February 2023

 

ORNEX LIMITED ANNOUNCES THE

EXTENTION AND AMENDMENT OF ITS TENDER OFFER

 

Ornex Limited (the "Offeror") today announces the extension and amendment of
its invitation to 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 the Aggregate Tender Consideration (the
"Offer").

 

The Offer was announced on 27 January 2023 and is 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.

 

The Offeror hereby announces that the Expiration Deadline is extended from
4:00 p.m. (London time) on 10 February 2023 to 4:00 p.m. (London time) on 14
February 2023 and, accordingly, the Announcement Date is amended to on or
around 16 February 2023 (except, in each case, as such dates may subsequently
be extended again or to the extent the Offer may be earlier terminated by the
Offeror).

 

All amendments to the Offer and the Tender Offer Memorandum are set forth
above and all other terms of the Offer and the Tender Offer Memorandum remain
the same. In accordance with the terms and conditions of the Tender Offer
Memorandum, all Notes tendered prior to the date of such amendments shall
remain irrevocable.

 

 

 

 

 

 

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, United Kingdom

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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