REG - Drax Group Plc - Notice of Redemption

DraxAnnouncement

19/04/2024 10:45

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RNS Number : 3414L  Drax Group PLC  19 April 2024

19 April 2024

 

DRAX GROUP PLC

(LSE: DRX)

Drax Group plc has made the below announcement on the Luxembourg Stock
Exchange in respect of Drax Finco plc's $500,000,000 6 ⅝%Senior Secured
Notes due 2025

Senior Secured Fixed Rate Notes due 2025

 

ISIN Numbers: US26151AAA79* (Rule 144A1) and USG28296AE42* (Regulation S2)
Common Codes: 181143550* (Rule 144A1) and 181143584* (Regulation S2)

 

 

 

On 19 April 2024, Drax Group plc's ("Drax") indirect wholly owned subsidiary,
Drax Finco plc (the "Company"), a public limited company incorporated under
the laws of England and Wales, gave notice that, in accordance with Sections
3.03 and 13.01 of the indenture dated as of 26 April 2018 (as heretofore
amended,  supplemented or  otherwise  modified,  the  "Indenture") among
 the Company, BNY Mellon Corporate Trustee Services Limited, as trustee (the
"Trustee"), The Bank of New York Mellon, acting through its London Branch, as
paying agent (the "Paying Agent") and calculation agent, The Bank of New York
Mellon SA/NV, acting through its Luxembourg Branch, as registrar and transfer
agent, and Deutsche Bank AG, London Branch, acting through its London Branch,
as security agent, the Company has elected to redeem (subject to satisfaction
or waiver of the condition described below) (the "Redemption") all of its
outstanding $500,000,000 Senior Secured Fixed Rate Notes due 2025 (the "Fixed
Rate Notes") on the Redemption Date (as defined below). The Redemption Price
(as defined below) will  be  paid  to  holders of  record as  of  the
 Record  Date. Capitalized terms used but not otherwise defined herein have
the meanings ascribed to such terms in the Indenture.

 

1.   The redemption date for the Fixed Rate Notes shall be 2 May 2024 (the
"Redemption

Date").

 

2.   The redemption price payment will be made in accordance with paragraph
5 (Optional Redemption) of the Fixed Rate Notes. The redemption price (the
"Redemption Price") will be equal to:

•   100.000% of the principal amount of the Fixed Rate Notes to be
redeemed, plus

•   Additional  Amounts,  if  any,  and,  accrued  and  unpaid
interest  from  1

May 2024 to, but not including, the Redemption Date.

 

3.   The Fixed Rate Notes must be surrendered to the Paying Agent, to
collect the Redemption Price. Payment of the Redemption Price will be made on
or after the Redemption Date upon presentation and surrender of the Fixed Rate
Notes at the following address:

 

The Bank of New York Mellon, London Branch as Paying Agent

One Canada Square

London E14 5AL

 

4.   On the Redemption Date, the Redemption Price will become due and
payable upon each Fixed Rate Note. Unless the Company defaults in making the
redemption payment, interest on the Fixed Rate Notes will cease to accrue on
and after the Redemption Date and the only remaining right of Holders will be
to receive payment of the Redemption Price in respect of the redeemed amount.

 

5.   The redemption of the Fixed Rate Notes is being effected pursuant to
paragraph 5 (Optional

Redemption) of the Fixed Rate Notes and in accordance with Article Three of
the Indenture.

 

 

6. If your Fixed Rate Notes have been either lost or destroyed, please notify
The Bank of New York Mellon, as Paying Agent, promptly. You will then be
instructed as to the steps you must take in order to receive payment.

 

 

 

The Paying Agent will withhold under the U.S. backup withholding rules the
statutorily prescribed rate of any payment that is made upon redemption of a
Fixed Rate Note unless the Holder, when presenting the Fixed Rate Notes,
delivers a properly completed IRS Form W-9 or an applicable IRS Form W-8, or
the Holder otherwise establishes an exemption from such backup withholding.

 

*These ISIN and Common Code numbers are included solely for the convenience of
the holders.  Neither the Trustee, the Company nor the Paying Agent shall be
responsible for the selection or use of any ISIN or Common Code number, nor is
any representation made as to its correctness or accuracy on any Fixed Rate
Note or as referred to in any redemption notice.

 

1 Refers to Fixed Rate Notes issued pursuant to Rule 144A under the U.S.
Securities Act of 1933, as amended.

 

2 Refers to Fixed Rate Notes issued pursuant to Regulation S under the U.S.
Securities Act of 1933, as amended

 

 

 

Enquiries:

 

Drax Investor Relations: Mark Strafford

 

mark.strafford@drax.com

 

+44 (0) 7730 763 949

 

Media:

 

Drax External Communications: Andy Low

 

andrew.low@drax.com

 

+44 (0) 7841 068 415

 

Website: www (http://www.drax.com) .dra (http://www.drax.com) x
(http://www.drax.com) . (http://www.drax.com) com (http://www.drax.com)

 

 

 

 

Cautionary Statement

 

This release is for information purposes only and does not constitute a
prospectus or any offer to sell or the solicitation of an offer to buy any
security in the United States of America or in any other jurisdiction.
Securities may not be offered or sold in the United States of America absent
registration or an exemption from registration under the Securities Act.

 

This communication is directed only at persons who (i) have professional
experience in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
as amended (the "Order"), (ii) are persons falling within Article

49(2)(a) to (d) ("high net worth companies, unincorporated associations,
etc.") of the Order, (iii) are

persons who are outside the United Kingdom, or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000) in connection
with the issue or sale of any notes may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as

"relevant persons").

 

Any investment activity to which this communication relates will only be
available to, and will only be engaged in with, relevant persons. Any person
who is not a relevant person should not act or rely on this document or any of
its contents.

 

 

 

 

This announcement is not a public offering in the Grand Duchy of Luxembourg or
an offer of securities to the public under Regulation (EU) 2017/1129, and any
amendments thereto.

 

Manufacturer target market (MiFID II product governance) is eligible
counterparties and professional clients only (all distribution channels). No
PRIIPs key information document (KID) has been prepared as the Notes are not
available to retail investors in the European Economic Area.

 

Forward Looking Statements

 

This release includes forward-looking statements within the meaning of the
securities laws of certain applicable jurisdictions. These forward-looking
statements can be identified by the use of forward- looking terminology,
including, but not limited to, terms such as "aim", "anticipate", "assume",
"believe", "continue", "could", "estimate", "expect", "forecast", "guidance",
"intend", "may", "outlook",

"plan", "predict", "project", "should", "will" or "would" or, in each case,
their negative, or other variations

or comparable terminology. These forward-looking statements include, but are
not limited to, all statements other than statements of historical facts and
include statements regarding Drax's intentions, beliefs or current
expectations concerning, among other things, Drax's future financial
conditions and performance, results of operations and liquidity, strategy,
plans, objectives, prospects, growth, goals and targets, future developments
in the markets in which Drax participate or are

seeking to participate, and anticipated regulatory changes in the industry in
which Drax operate. By their nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors because they relate to
events and depend on circumstances that may or may not occur in the future.
Readers are cautioned that forward-looking statements are not guarantees of
future performance and are based on numerous assumptions. Given these risks
and uncertainties, readers should not rely on forward looking statements as a
prediction of actual results.

 

END

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