REG - Orsted A/S - Tender Offer <Origin Href="QuoteRef">ORSTED.CO</Origin>

Oersted A/SAnnouncement

16/11/2017 08:40

RNS Number : 6867W
Orsted A/S
16 November 2017
NOT FOR DISTRIBUTION 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 (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
RSTED A/S
(formerly known as DONG Energy A/S)
ANNOUNCES TENDER OFFERS
16 November 2017
rsted A/S (formerly known as DONG Energy A/S) (the "Offeror") hereby announces that it is inviting holders of its 500,000,000 6.500 per cent. Notes due 7 May 2019 (of which 306,213,000 is currently outstanding) (the "2019 Notes"), its 500,000,000 4.875 per cent. Notes due 16 December 2021 (of which 360,373,000 is currently outstanding) (the "2021 Notes") and its 750,000,000 2.625 per cent. Notes due 19 September 2022 (of which 602,010,000 is currently outstanding) (the "2022 Notes", and together with the 2019 Notes and the 2021 Notes, the "Notes" and each a "Series") to tender such Notes, subject to the Offer and Distribution Restrictions, for purchase by the Offeror for cash (each such invitation, an "Offer" and together, the "Offers") subject to the satisfaction or waiver of the New Financing Condition and subject to the other terms and conditions set out in the tender offer memorandum dated 16 November 2017 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum.
Order of Priority
Notes
ISIN
Outstanding Principal Amount
Benchmark
Purchase Spread
Purchase Yield
Series Acceptance Amount
1
500,000,000 6.500 per cent. Notes due 7 May 2019 (the "2019 Notes")
XS0426738976
306,213,000
N/A
N/A
-0.35 per cent.
Any and all of the outstanding principal amount of the 2019 Notes
2
500,000,000 4.875 per cent. Notes due 16 December 2021 (the "2021 Notes")
XS0473783891
360,373,000
N/A
N/A
-0.05 per cent.
Subject as set out herein, an aggregate principal amount of Notes such that the Aggregate Consideration Amount (excluding amounts available for the payment of Accrued Interest) is no greater than 580,000,000 across all Series combined and in accordance with the Order of Priority
3
750,000,000 2.625 per cent. Notes due 19 September 2022 (the "2022 Notes")
XS0829114999
602,010,000
Interpolated Mid-Swap Rate
-10 bps
Sum of the Interpolated Mid-Swap Rate and the Purchase Spread
For information purposes only, the Purchase Price in respect of (i) the 2019 Notes would be 109.973 per cent. and (ii) the 2021 Notes would be 120.022 per cent. assuming a Settlement Date of 24 November 2017 when determined in the manner described herein. Should the Settlement Date be amended, the Purchase Price in respect of the 2019 Notes and the 2021 Notes will be recalculated and will be announced.
Rationale for the Offers

The Offers are part of the Offeror's ongoing liability management activities. In conjunction with the Offers, the Offeror announced on 16 November 2017 its intention to issue new euro-denominated senior notes (the "New Notes"). Notes purchased by the Offeror pursuant to the Offers will be cancelled and will not be re-issued or re-sold. Notes which have not been validly offered and accepted for purchase pursuant to the Offers will remain outstanding.
New Financing Condition
The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. Whether the Offeror will accept for purchase Notes validly tendered pursuant to the Offers is subject (unless such condition is waived by the Offeror in its sole and absolute discretion), to the successful completion of the issue of the New Notes or other such financing as the Offeror may determine on terms acceptable to it (in each case determined by the Offeror in its sole and absolute discretion).
Details of the Offers
Aggregate Consideration Amount and Final Acceptance Amount
The Offeror proposes to accept for purchase pursuant to the Offers, an aggregate principal amount of Notes such that the total amount payable by the Offeror for all Notes accepted for purchase pursuant to the Offers (excluding Accrued Interest Payments in respect of such Notes) is no greater than 580,000,000 (the "Aggregate Consideration Amount"). The Offeror reserves the right, in its sole discretion and for any reason, to accept valid tenders for purchase pursuant to the Offers in respect of an aggregate principal amount of Notes that would result in the total amount payable by the Offeror for the Notes being significantly less than or significantly more than the Aggregate Consideration Amount (the final aggregate amount of the Notes so accepted being the "Final Acceptance Amount"). The Offeror will determine the allocation of funds between the Notes of each Series in accordance with the Order of Priority and acceptance of tenders may be subject to scaling.
The Offeror will accept valid tenders of Notes in accordance with the Order of Priority as follows:
(i) any and all valid tenders of 2019 Notes will be accepted by the Offeror first;
(ii) valid tenders of 2021 Notes will be accepted by the Offeror second; and
(iii) valid tenders of 2022 Notes will be accepted by the Offeror third,
provided that:
(i) the aggregate amount payable by the Offeror for the Notes of all Series to be purchased by the Offeror pursuant to the Offers does not exceed the Aggregate Consideration Amount; and
(ii) if the aggregate amount payable by the Offeror for the 2019 Notes validly offered pursuant to the Offers and accepted for purchase by the Offeror when aggregated with the aggregate amount payable by the Offeror for the 2021 Notes and 2022 Notes validly offered pursuant to the Offers is greater than the Aggregate Consideration Amount, the Offeror intends to accept all valid tenders of 2019 Notes in full and allocate the residual Aggregate Consideration Amount between the 2021 and 2022 Notes in accordance with the Order of Priority, subject to possible scaling.
Scaling (pro rata allocations)
If the aggregate principal amount of a Series of Notes validly tendered by Noteholders pursuant to the relevant Offer exceeds the relevant Series Acceptance Amount, the Offeror will accept the offered Notes of such Series on a pro rata basis such that the aggregate principal amount of such Notes of the Series accepted for purchase is no greater than the Series Acceptance Amount.
The Offeror intends to accept all valid tenders of 2019 Notes in full and therefore no scaling will be applied to tenders of the 2019 Notes.
In the circumstances described in the Tender Offer Memorandum in which Notes of a Series validly tendered pursuant to an Offer are to be accepted on a pro rata basis (which may result from the application of the Order of Priority and Aggregate Consideration Amount), each valid Tender Instruction in respect of the relevant Series will be scaled by a factor (the "Pro-ration factor") equal to (i) the relevant Series Acceptance Amount divided by (ii) the aggregate original principal amount of the Notes of the relevant Series that have been validly tendered.
Each tender of Notes that is scaled in this manner will be rounded down to the nearest Specified Denomination for the Notes of the relevant Series, provided that in the event of any such scaling, the Offeror may refuse to accept a Tender Instruction where, following such scaling the principal amount of Notes of the relevant Series subject to the Tender Instruction or the residual amount of Notes of the relevant Series in the relevant Direct Participant's account, would be less than the applicable Specified Denomination.
Purchase Prices
The Offeror will pay, for the Notes accepted by it for purchase pursuant to the relevant Offer, a price (the relevant "Purchase Price", expressed as a percentage of the principal amount of the relevant Note and rounded to the third decimal place, with 0.0005 per cent. being rounded upwards) to be determined at or around the Pricing Time on the Pricing Date in the manner described in the Tender Offer Memorandum by reference to the relevant Purchase Yield. In the case of (i) the 2019 Notes, the relevant Purchase Yield will be -0.35 per cent., (ii) the 2021 Notes the relevant Purchase Yield will be -0.05 per cent. In the case of the 2022 Notes, the Purchase Yield shall be the sum of (a) the Purchase Spread and (b) the Interpolated Mid-Swap Rate.
The Purchase Price in respect of the Notes will be determined at the Pricing Time on the Pricing Date as described below in accordance with market convention, and is intended to reflect a yield to maturity of each applicable Series on the Settlement Date equal to the relevant Purchase Yield. Specifically, the Purchase Price for each Series of Notes will equal (a) the value of all remaining payments of principal and interest on each such Series up to and including the relevant maturity date of such Series, discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) the relevant Accrued Interest. See "Accrued Interest Payment" below.
The calculation of the relevant Purchase Yield, Purchase Price and Accrued Interest for each Series of Notes will be made by the Dealer Managers on behalf of the Offeror, and such calculations will be final and binding on the Noteholders, absent manifest error.
Accrued Interest Payment
The Offeror will also pay Accrued Interest in respect of Notes accepted for purchase pursuant to the relevant Offer. For the avoidance of doubt, the Aggregate Consideration Amount proposed by the Offeror excludes amounts available for the payment of Accrued Interest.
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase Price pursuant to an Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (CET) on 22 November 2017. Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions in respect of any Series must be submitted in respect of a minimum principal amount of Notes of the relevant Series of no less than 50,000 in respect of the 2019 Notes and the 2021 Notes and 100,000 in respect of the 2022 Notes, being the minimum denomination of each Series, and may thereafter be submitted in integral multiples of 1,000 in excess of the relevant minimum denomination.
Expected Transaction Timeline
Events
Times and Dates
Commencement of the Offers
16 November 2017
Expiration Deadline
5.00 p.m. (CET) on 22 November 2017
Announcement of Indicative Results
As soon as reasonably practicable after the Expiration Deadline
Pricing Date and Pricing Time
At or around 2.00 p.m. (CET) on 23 November 2017
Announcement of Final Results 
As soon as reasonably practicable after the Pricing Time on the Pricing Date
Settlement
24 November 2017
The above times and dates are subject to the right of the Offeror to extend, re-open, amend and/or terminate any of the Offers (subject to applicable law and as provided in the Tender Offer Memorandum).Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer, before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions may be earlier than the relevant deadlines specified above.
Further Information

A complete description of the terms and conditions of the Offers is set out in the Tender Offer Memorandum. BNP Paribas, Deutsche Bank AG, London Branch and Skandinaviska Enskilda Banken AB (publ) are the dealer managers (the "Dealer Managers") for the Offers.
Questions and requests for assistance in connection with the Offers may be directed to:

THE DEALER MANAGERS
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Telephone: +44 (0)20 7595 8668
Attention: Liability Management Group
Email: liability.management@bnpparibas.com 
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 8011
Attention: Liability Management Group
Skandinaviska Enskilda Banken AB (publ)
Kungstrdgrdsgatan 8
106 Stockholm
Sweden
Telephone: +46 8 506 232 09
Attention: Liability Management
Email: liabilitymanagement@seb.se

Questions and requests for assistance in connection with the delivery of Tender Instructions including requests for a copy of the Tender Offer Memorandum may be directed to:
 THE TENDER AGENT
Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 (0) 207 508 3867
Attention: Exchange Team - Agency & Trust
Email: exchange.gats@citi.com
Liability Management Portal: https://debtxportal.issuerservices.citigroup.com
Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the relevant Offer(s)) and each Noteholder must make its own decision as to whether to tender any or all of its Notes for purchase pursuant to such Offer(s).
None of the Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offers contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Offeror to disclose information with regard to the Offeror or the Notes which is material in the context of the Offers and which is not otherwise publicly available.
None of the Dealer Managers, the Tender Agent, the Offeror or any of their respective directors, employees or affiliates make any representation or recommendation whatsoever regarding the Offers, or any recommendation as to whether Noteholders should tender Notes in the Offers.
This announcement is released by rsted A/S (formerly known as DONG Energy A/S) and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the 2019 Notes, the 2021 Notes and the 2022 Notes described below. For the purposes of MAR and Article 2 of the Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Allan B. Andersen, on behalf of rsted A/S.
Disclaimer

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
United States
The Offers are not being made and will not be 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 of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Notes cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by a person located in the United States or by 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.
Each holder of Notes participating in an Offer will represent that it is not a U.S. Person located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
United Kingdom
The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 ("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 as a financial promotion is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) or 49 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifis) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Montaire et Financier, are eligible to participate in the Offers. The Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorit des marchs financiers.
Belgium
The following restriction applies only in respect of the 2019 Notes and 2021 Notes:
Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time). Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum has been issued only for the personal use of the above-qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
Italy
None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Societ e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Offers are being carried out in the Republic of Italy as exempted offers 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.
Noteholders or beneficial owners of the Notes located in the Republic of Italy can tender some or all of their Notes pursuant to the Offers 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. 16190 of 29 October 2007, 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--vis its clients in connection with the Notes or the Offers.
General
Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Noteholder participating in an Offer will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offers from a Noteholder that is unable to make these representations will not be accepted.
Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an 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 tender or submission shall not be accepted.

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