RCS - DTEK Finance Plc - DTEK ENERGY GROUP RESTRUCTURING

Houlihan LokeyAnnouncement

26/03/2021 17:20

RNS Number : 7009T
  
DTEK Finance Plc
  
26 March 2021
  
 

DTEK ENERGY GROUP AGREES RESTRUCTURING TERM SHEET AND LOCK-UP AGREEMENT
 
DTEK Finance PLC (the "Issuer") hereby announces that the DTEK Energy B.V. group (the "Group"):
 
·    has agreed a term sheet (the "Term Sheet") for the restructuring of substantially all of the Group's indebtedness (the "Restructuring") with an ad hoc committee of holders of the Issuer's 10.75% Senior PIK Toggle Notes due 2024 (the "Noteholder Ad Hoc Group" and the "Notes") and members of an ad hoc committee of the Group's bank lenders (the

"Bank Lender Ad Hoc Group"); 
 
·    will shortly launch two inter-conditional schemes of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in order to implement the Restructuring on the terms and conditions set forth in the Term Sheet; and 
 
·    has entered into a lock-up agreement with all of the members of the Noteholder Ad Hoc Group and members of the Bank Lender Ad Hoc Group representing in excess of 90% of the principal amount of the Group's loan facilities (the "Lock-up Agreement") under which, amongst other matters, such creditors have agreed to vote in favour of the Restructuring in the Scheme.
 
The Term Sheet and the Lock-up Agreement are available at https://glas-agency.appiancloud.com/suite/sites/dtek (the "Scheme Portal"), a password protected website maintained by GLAS Specialist Services Limited (the "Calculation Agent"). All holders of Notes ("Noteholders") are invited to take the following steps to access and accede to the Lock-up Agreement (the "Accession Mechanics"): 
 
1.   A Noteholder should go to https://glas.agency/investor_reporting/dtek (the "Scheme Website") and request login details by providing the requested information and proof of holdings of Notes in accordance with the instructions set forth on the Scheme Website (the "Registration Request").
 
2.   Upon receipt of the Registration Request, the Information Agent will send the Noteholder login details (by email) to access the Term Sheet and the Lock-up Agreement on the Scheme Portal.
 
3.   The Noteholder should enter their login details on the Scheme Portal to access the Lock-up Agreement, print the accession deed at Schedule 3 of the Lock-up Agreement (the "Lock-up Agreement Accession Deed", which will be made available as a separate downloadable file on the Scheme Portal) and complete, sign and deliver the fully executed Lock-up Agreement Accession Deed to the Calculation Agent at 'projectamber@glas.agency' (with a copy to 'projectamber@lwteam.com') together with evidence of their beneficial holding of Notes, whereupon such Noteholder shall become a party to the Lock-up Agreement and shall be bound by and shall comply with the terms of the Lock-up Agreement as if it had always been a party thereto.
 
Provided that the Restructuring is successfully implemented through the Scheme, and subject to the conditions of the Lock-up Agreement, each Noteholder that accedes to the Lock-up Agreement and votes in favour of the Scheme will receive its pro rata share of a restructuring fee in cash in an amount equal to 2% of the aggregate principal amount of the new notes to be issued by the Issuer as part of the Restructuring, upon the completion of the Restructuring. 
 
Further details of the Restructuring and the Scheme, including the Scheme practice statement letter and explanatory statement and details of the Scheme creditors' meeting, will be published and made available on the Scheme Portal in due course.
 
 
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For any enquiries relating to the Scheme Website, the Scheme Portal and/or the Accession Mechanics, please contact:
 
GLAS Specialist Services Limited: Tel: +44 (0)20 3597 2940, projectamber@glas.agency
 
 
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For any other enquiries, please contact: 
 
DTEK Energy B.V.: Oksana Nersesova (Tel: +380 44 581 4522, NersesovaOE@dtek.com) 
 
Houlihan Lokey, financial adviser to the Group: Gijs de Reuver (Tel: +44 20 7747 2710, GdeReuver@HL.com) or Nicolas Guelfand (Tel: +33 1 53 43 38 08, NGuelfand@HL.com)
 
Latham & Watkins, legal adviser to the Group: Edward Kempson (Tel: +7 495 644 1928, Edward.kempson@lw.com) 
 
Rothschild & Cie, financial adviser to the Bank Lender Ad Hoc Group: Giovanni Salvetti (Tel: +7 495 775 8221, giovanni.salvetti@rothschildandco.com) or Simon Bard (Tel: +33 1 40 74 41 66, simon.bard@rothschildandco.com)
 
Hogan Lovells International LLP, legal adviser to the Bank Lender Ad Hoc Group: Alex Kay (Tel: +44 20 7296 2256, alex.kay@hoganlovells.com)
 
Dechert LLP, legal adviser to the Bondholder Ad Hoc Group: Solomon J. Noh (Tel: +44 20 7184 7337, solomon.noh@dechert.com) or Alastair Goldrein (Tel: +44 20 7184 7456, alastair.goldrein@dechert.com)
 
This press release may include "forward-looking" statements within the meaning of applicable securities laws. Any such statements reflect the current views of the Group about further events and performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.
 
The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is for information purposes only and is not an offer of securities in any jurisdiction.

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