REG-Genel Energy PLC Genel Energy PLC: Announcement of bond buy-back offer to bondholders

Genel EnergyAnnouncement

06/08/2024 07:30

============

   Genel Energy PLC (GENL)
   Genel Energy PLC: Announcement of bond buy-back offer to bondholders

   06-Aug-2024 / 07:21 GMT/BST

   ══════════════════════════════════════════════════════════════════════════

   NOT FOR RELEASE,  PUBLICATION OR DISTRIBUTION  IN WHOLE OR  IN PART IN  OR
   INTO OR  TO ANY  PERSON LOCATED  OR  RESIDENT IN  THE UNITED  STATES,  ITS
   TERRITORIES AND  POSSESSIONS,  ANY  STATE  OF THE  UNITED  STATES  OR  THE
   DISTRICT OF  COLUMBIA OR  TO ANY  U.S. PERSON,  OR IN  OR INTO  ANY  OTHER
   JURISDICTION WHERE IT IS UNLAWFUL  TO RELEASE, PUBLISH OR DISTRIBUTE  THIS
   DOCUMENT.

    

    

    

    

   6 August 2024

                                        

                                Genel Energy plc

                                        

               Announcement of bond buy-back offer to bondholders

    

   Genel Energy Holding Company Limited (the ‘Company’) is hereby  announcing
   a reverse tender offer (the ‘Buy-Back Offer’) to holders of Genel Energy 4
   Finance plc’s (the  ‘Issuer’) USD  300 million  senior unsecured  callable
   bonds with ISIN  NO0010894330 (the ‘Bonds’).  All bondholders, subject  to
   legal constraints, are invited  to offer Bonds to  the Company, being  the
   sole shareholder of  the Issuer and  guarantor of the  Bonds. The  Company
   intends to select one price (the  ‘Maximum Accepted Price’) and buy  Bonds
   offered at and below this Maximum  Accepted Price at the price offered  by
   each bondholder.

    

   The Company is targeting around USD 25 million or more in nominal value of
   Bonds  for  cash  management  purposes.  The  Company  retains  the   full
   discretion to adjust the buy-back volume.

    

   The Buy-Back Offer will commence at 0900 CET on Tuesday 6 August, 2024 and
   will expire at 1500 CET on Tuesday  20 August, 2024. Prior to 0900 CET  on
   Wednesday 21 August, 2024, the Company will determine the Maximum Accepted
   Price and consequently  the total  amount of  Bonds to  be purchased.  The
   Company may, in  its sole  discretion, waive,  amend, extend,  accelerate,
   terminate  or  withdraw  the  Buy-Back  Offer  at  any  time.  Information
   regarding any such amendments will be published under the Issuer’s  ticker
   on  1 www.newsweb.no, the information service of the Oslo Stock  Exchange,
   and  2 www.stamdata.no, the  information service of  the bond trustee  for
   the Bonds, Nordic  Trustee AS.  Cash settlement for  the Bonds,  including
   accrued interest, is expected to occur on Friday 23 August 2024.

    

   The Company will only accept offers from a bondholder or beneficial  owner
   of the Bonds (or  any person acting as  agent, custodian, fiduciary or  in
   another intermediary capacity for a bondholder or beneficial owner) who is
   not a U.S. person (as such term is defined pursuant to Regulation S  under
   the US Securities Act of 1933, as amended (the ‘Securities Act’)) and  who
   is outside the United States.

    

   The Company  has  retained  Pareto  Securities as  broker  to  manage  the
   Buy-Back Offer. Eligible bondholders may provide offers for sale of all or
   a portion of their Bonds through submission of the bondholders offer  form
   (the ‘Bondholders Offer Form’)  no later than at  15:00 CET on 20  August,
   2024. The terms of the Buy-Back Offer and the Bondholders Offer Form  will
   be published on  3 www.stamdata.no or can be obtained by contacting Pareto
   Securities on +47 2287 8748.

    

                                     -ends-

    

   For further information, please contact:

    

   Genel Energy
                 +44 20 7659 5100
   Luke Clements
                  
                  

    

   Notes to editors:

    

   Genel Energy is  a socially responsible  oil producer listed  on the  main
   market   of    the    London    Stock   Exchange    (LSE:    GENL,    LEI:
   549300IVCJDWC3LR8F94), with an asset portfolio that positions us well  for
   a future  of  fewer  and  better natural  resources  projects.  Genel  has
   low-cost and low-carbon production from the Kurdistan Region of Iraq,  and
   continues to seek opportunities to  add new resilient and  cash-generative
   assets  to  its  portfolio.  For  further  information,  please  refer  to
    4 www.genelenergy.com.

    

   DISCLAIMER

    

   The distribution of  the Buy-Back  Offer in certain  jurisdictions may  be
   restricted by law. Persons into whose possession the Buy-Back Offer  comes
   are required by  the Company  and the Manager  for the  Buy-Back Offer  to
   inform themselves about, and to observe, any such restrictions.

    

   United States

    

   The Buy-Back Offer is not being 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  any facilities  of  a  national  securities
   exchange  of,  the   United  States  of   America,  its  territories   and
   possessions, any State of the United  States and the District of  Columbia
   (the ‘United  States’), and  the Buy-Back  Offer will  not be  capable  of
   acceptance by any such means, instrumentality or facility. This  includes,
   but is not limited to,  facsimile transmission, internet delivery,  email,
   telex and telephones.  The Buy-Back Offer  is not being  made to any  U.S.
   person (as such  term is  defined pursuant to  Regulation S  under the  US
   Securities Act of 1933, as amended (the ‘Securities Act’)). Copies of this
   document and any related  offering documents are not  being, and must  not
   be, directly  or  indirectly  mailed, emailed  or  otherwise  transmitted,
   distributed or forwarded  (including, without  limitation, by  custodians,
   nominees or  trustees) in  or into  the United  States or  to any  persons
   located or resident  in the United  States and may  not be  electronically
   accessed by  U.S.  persons  or  from  the  United  States.  Any  purported
   acceptance of the Buy-Back Offer or other offer or agreement to sell Bonds
   in the Buy-Back Offer resulting directly or indirectly from a violation of
   these restrictions will be  invalid, and any  purported acceptance of  the
   Buy-Back Offer and any other offer and/or agreement to sell Bonds that  is
   post-marked in  or otherwise  dispatched from,  evidences the  use of  any
   means or instrumentality of interstate  or foreign commerce of the  United
   States or  is made  by a  person appearing  or otherwise  believed by  the
   Company to be  located or  resident 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.

    

   The Company  will only  accept offers  with respect  to the  Bonds from  a
   Bondholder or  beneficial owner  of the  Bonds (or  any person  acting  as
   agent,  custodian,  fiduciary  or   other  intermediary  capacity  for   a
   bondholder or  beneficial owner)  who is  not  a U.S.  person and  who  is
   outside the United States. Each person participating in the Buy-Back Offer
   will represent that it or any beneficial owner of the Bonds or any  person
   on whose behalf such person is acting  is not a U.S. person or a  resident
   and/or located  in the  United  States and  will  not be  resident  and/or
   located in the United States  at the time of  the submission of its  offer
   pursuant to the Buy-Back Offer.

    

   United Kingdom

    

   The information contained in  this Buy-Back Offer  does not constitute  an
   invitation or  inducement  to engage  in  investment activity  within  the
   meaning of  the United  Kingdom Financial  Services and  Markets Act  2000
   (‘FSMA’). In the  United Kingdom, this  announcement is being  distributed
   only to,  and  is directed  only  at  (i) persons  who  have  professional
   experience, knowledge and expertise in matters relating to investments and
   are ‘investment professionals’ for  the purposes of  Article 19(5) of  the
   FSMA (Financial Promotions) Order 2005  (the ‘FPO’), (ii) persons who  are
   certified high net worth individuals for the purposes of Article 48 of the
   FPO or (iii) any other persons to  whom it may otherwise lawfully be  made
   under the FPO (all  such persons together being  referred to as  ‘relevant
   persons’). This announcement and  the Buy-Back Offer  is directed only  at
   relevant persons and must not be acted on or relied on by persons who  are
   not relevant persons.

    

   General

    

   This announcement is neither an offer to purchase nor the solicitation  of
   an offer to sell any of  the securities described herein, nor shall  there
   be any offer or sale of such securities in any jurisdiction in which  such
   offer, solicitation or sale would be unlawful. The Buy-Back Offer is  made
   solely pursuant to the Buy-Back Offer dated 6 August, 2024.

    

   This announcement must  be read  in conjunction with  the Buy-Back  Offer.
   This announcement  and the  Buy-Back Offer  contain important  information
   which should be read carefully before any decision is made with respect to
   the Buy-Back Offer. If any bondholder is in any doubt as to the action  it
   should take, it is recommended that such bondholder seek its own financial
   and legal advice, including as  to any tax consequences, immediately  from
   its stockbroker, bank manager, solicitor, accountant or other  independent
   financial or legal adviser. Any individual or company whose Bonds are held
   on its behalf by a broker, dealer, bank, custodian, trust company or other
   nominee or intermediary  must contact such  entity if it  wishes to  offer
   Bonds in the Buy-Back Offer. None of the Company or the Manager makes  any
   recommendation  as  to  whether  bondholders  should  participate  in  the
   Buy-Back Offer.

    

   This announcement contains forward-looking statements and information that
   is necessarily  subject  to  risks,  uncertainties,  and  assumptions.  No
   assurance can  be given  that the  transactions described  herein will  be
   consummated or  as to  the terms  of any  such transactions.  The  Company
   assumes no obligation to  update or correct  the information contained  in
   this announcement.

    

    

   ══════════════════════════════════════════════════════════════════════════

   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   ISIN:           JE00B55Q3P39, NO0010894330
   Category Code:  MSCM
   TIDM:           GENL
   LEI Code:       549300IVCJDWC3LR8F94
   OAM Categories: 2.1. Home Member State
   Sequence No.:   338638
   EQS News ID:    1961459


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

    5 fncls.ssp?fn=show_t_gif&application_id=1961459&application_name=news&site_id=reuters~~~787b94c3-8286-43cc-98b3-26b1dc52d810

References

   Visible links
   1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=fdc78ba5af3c73e407c98657a7ceabe6&application_id=1961459&site_id=reuters~~~787b94c3-8286-43cc-98b3-26b1dc52d810&application_name=news
   2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=8456f99a1dc67e823d56c2df0802a893&application_id=1961459&site_id=reuters~~~787b94c3-8286-43cc-98b3-26b1dc52d810&application_name=news
   3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=8456f99a1dc67e823d56c2df0802a893&application_id=1961459&site_id=reuters~~~787b94c3-8286-43cc-98b3-26b1dc52d810&application_name=news
   4. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=3ec46b352f38452116096dbbab51b09e&application_id=1961459&site_id=reuters~~~787b94c3-8286-43cc-98b3-26b1dc52d810&application_name=news


============