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Genel Energy PLC (GENL)
Genel Energy PLC: Announcement of bond buy-back offer
02-Oct-2023 / 07:00 GMT/BST
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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.
2 October 2023
Genel Energy plc
(‘Genel’ or ‘the Company’)
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 Genel Energy Finance 4 plc and guarantor of the Bonds.
The Company intends to select a maximum price (‘Maximum Accepted Price’)
and buy Bonds offered at and below this Maximum Accepted Price at the
price offered by each bondholder (‘Offer Price’).
The Company is targeting around USD 20 million in nominal value of Bonds
for cash management purposes, depending on the price tendered. The Company
retains the full discretion to adjust the buy-back volume.
The Buy-Back Offer will commence on Monday 2 October 2023 at 0900 CET and
will expire on Wednesday 11 October 2023 at 1500 CET. Prior to 0900 CET on
Thursday 12 October 2023, 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 ASA. Cash settlement for the Bonds, including
accrued interest, is expected to occur on Friday 13 October 2023.
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 15:00 CET, 11 October 2023.
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 8771.
-ends-
For further information, please contact:
Genel Energy
+44 20 7659 5100
Andrew Benbow, Head of Communications
Vigo Consulting
+44 20 7390 0230
Patrick d’Ancona
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 to Bondholders in certain
jurisdictions may be restricted by law. Persons into whose possession the
Buy-Back Offer to Bondholders 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 to Bondholders 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 to Bondholders dated 2 October 2023.
This announcement must be read in conjunction with the Buy-Back Offer to
Bondholders. This announcement and the Buy-Back Offer to Bondholders
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.
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Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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ISIN: JE00B55Q3P39, NO0010894330
Category Code: MSCH
TIDM: GENL
LEI Code: 549300IVCJDWC3LR8F94
Sequence No.: 275026
EQS News ID: 1738653
End of Announcement EQS News Service
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