REG - Eesti Energia AS - Eesti Energia Tender Offer for 2023 Eurobonds

Skandinaviska Enskilda Banken ABAnnouncement

16/05/2022 12:00

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RNS Number : 6231L  Eesti Energia AS  16 May 2022

Deutsche Bank announces Tender Offer for

Eesti Energia Aktsiaselts' €500,000,000 2.384 per cent. Notes due 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

16 May 2022.  Deutsche Bank Aktiengesellschaft (the Offeror) today announces
an invitation to holders of the outstanding €500,000,000 2.384 per cent.
Notes due 2023 (ISIN: XS1292352843) (the Notes) of Eesti Energia Aktsiaselts
(the Company) to tender their Notes for purchase by the Offeror for cash (such
invitation, the Offer).  The Offer is being made on the terms and subject to
the conditions contained in the tender offer memorandum dated 16 May 2022 (the
Tender Offer Memorandum), and is subject to the offer and distribution
restrictions set out below and as more fully described in the Tender Offer
Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender Agent as set out below.  Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum.

Summary of the Offer

 Description of the Notes                       ISIN / Common Code        Outstanding Nominal Amount  Benchmark                   Purchase Spread  Amount subject to the Offer
 €500,000,000 2.384 per cent. Notes due 2023    XS1292352843 / 129235284  €500,000,000                Interpolated Mid-Swap Rate  170 bps          An aggregate nominal amount to be determined by the Offeror, which is expected
                                                                                                                                                   to be equal to the nominal amount of the New Notes, and announced by the
                                                                                                                                                   Offeror as set out herein and in the Tender Offer Memorandum

Rationale for the Offer

The purpose of the Offer and the planned issuance of New Notes (as defined
below) is, amongst other things, to proactively manage the Company's expected
redemption profile. The Offer also provides Noteholders with the opportunity
to sell their current holdings in the Notes and to apply for priority in the
allocation of the New Notes, as more fully described below and in the Tender
Offer Memorandum.

Purchase Price

The Offeror will, on the Tender Offer Settlement Date, pay for any Notes
validly tendered and accepted by it for purchase pursuant to the Offer a price
(the Purchase Price) to be determined at or about 2.00 p.m. (London time) (the
Pricing Time) on 25 May 2022 (the Pricing Date) in the manner described in the
Tender Offer Memorandum by reference to a sum (such sum, the Purchase Yield)
of: (i) the purchase spread of 170 basis points (the Purchase Spread); and
(ii) the Interpolated Mid-Swap Rate.

The Purchase Price will be determined by the Dealer Managers in accordance
with market convention and expressed as a percentage of the nominal amount of
the Notes accepted for purchase pursuant to the Offer (rounded to the nearest
0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to
reflect a yield to maturity of the Notes on the Tender Offer Settlement Date
based on the Purchase Yield.  Specifically, the Purchase Price will equal (a)
the value of all remaining payments of nominal and interest on the Notes up to
and including the scheduled maturity date of the Notes, discounted to the
Tender Offer Settlement Date at a discount rate equal to the Purchase Yield,
minus (b) Accrued Interest in respect of the Notes.

Accrued Interest

The Offeror will also pay, on the Tender Offer Settlement Date, an Accrued
Interest Payment in respect of any Notes accepted by it for purchase pursuant
to the Offer.

Maximum Acceptance Amount and Pro-ration

Maximum Acceptance Amount

If the Offeror decides to accept any validly tendered Notes for purchase
pursuant to the Offer, the Offeror proposes that the aggregate nominal amount
of Notes it will accept for purchase pursuant to the Offer (subject to the
satisfaction (or waiver) of the New Issue Condition) will be no greater than
an amount (the Maximum Acceptance Amount) to be determined by the Offeror,
which is expected to be equal to the nominal amount of the New Notes (as
defined below) to be issued, and which it will announce as soon as reasonably
practicable following pricing of the New Notes (which may occur before or
after the Expiration Deadline), although the Offeror reserves the right, in
its sole discretion, to accept significantly more or significantly less than
(or none of) such amount for purchase pursuant to the Offer (the final
aggregate nominal amount of Notes accepted for purchase pursuant to the Offer
being the Final Acceptance Amount).

Pro-ration

If the Offeror decides to accept any validly tendered Notes for purchase
pursuant to the Offer and the aggregate nominal amount of Notes validly
tendered for purchase pursuant to the Offer is greater than the Final
Acceptance Amount, the Offeror intends to accept Notes for purchase on a pro
rata basis such that the aggregate nominal amount of Notes accepted for
purchase pursuant to the Offer is no greater than the Final Acceptance
Amount.  See the Tender Offer Memorandum for further information.

New Issue Condition

The Offeror is not under any obligation to accept for purchase any Notes
tendered pursuant to the Offer. The acceptance for purchase by the Offeror of
Notes validly tendered pursuant to the Offer is at the sole discretion of the
Offeror and tenders may be rejected by the Offeror for any reason.

The Company announced today its intention to issue a series of new
euro-denominated fixed rate notes (the New Notes). Whether the Offeror will
purchase any Notes validly tendered in the Offer is subject, without
limitation, to the pricing of the issue of the New Notes and the signing by
the Company and the Managers of a subscription agreement for the purchase of,
and subscription for, the New Notes (the New Issue Condition).

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in the prospectus to be prepared by the
Company in connection with the issue and listing of the New Notes (including
any amendment or supplement thereto, the Prospectus), and no reliance is to be
placed on any representations other than those contained in the Prospectus.
Subject to compliance with applicable securities laws and regulations, a
preliminary prospectus (the Preliminary Prospectus) to be dated on or about 16
May 2022 relating to the New Notes is available from the Managers on request.

For the avoidance of doubt, the ability to purchase New Notes is subject to
all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder and the
selling restrictions set out in the Prospectus). It is the sole responsibility
of each Noteholder to satisfy itself that it is eligible to purchase the New
Notes.

The New Notes are not being, and will not be, offered or sold in the United
States. Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Notes in the United States or any other jurisdiction. Securities may not be
offered, sold or delivered in the United States absent registration under, or
an exemption from the registration requirements of, the United States
Securities Act of 1933, as amended (the Securities Act). The New Notes have
not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act).

Compliance information for the New Notes: EU MiFID professionals/ECPs-only -
eligible counterparties and professional clients only (all distribution
channels). No EU PRIIPS KID - No sales to EEA retail investors; no key
information document has been or will be prepared. No UK PRIIPs KID - no sales
to UK retail investors; no key information document has been or will be
prepared.

See the Preliminary Prospectus and the Prospectus for further information.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities.

Priority in Allocation of the New Notes

When considering allocation of the New Notes, the Company may give preference
to those Noteholders that, prior to such allocation, have validly tendered or
have given a firm indication to any Dealer Manager that they intend to tender
their Notes for purchase pursuant to the Offer. Therefore, a Noteholder that
wishes to subscribe for New Notes in addition to tendering its existing Notes
for purchase pursuant to the Offer may be eligible to receive, at the sole and
absolute discretion of the Company, priority in the allocation of the New
Notes, subject to the issue of the New Notes and such Noteholder making a
separate application for the purchase of such New Notes to a Dealer Manager
(in its capacity as a joint lead manager of the issue of the New Notes) in
accordance with the standard new issue procedures of such Dealer Manager. Any
such preference will, subject to the sole and absolute discretion of the
Company, be applicable up to the aggregate nominal amount of Notes tendered by
such Noteholder (or in respect of which such Noteholder has indicated a firm
intention to tender as described above) pursuant to the Offer. However, the
Company is not obliged to allocate any New Notes to a Noteholder that has
validly tendered or indicated a firm intention to tender its Notes for
purchase pursuant to the Offer and, if any such New Notes are allocated, the
nominal amount thereof may be less or more than the nominal amount of Notes
tendered by such Noteholder and accepted for purchase by the Offeror pursuant
to the Offer. Any such allocation will also, among other factors, take into
account the minimum denomination of the New Notes (being €100,000).

All allocations of the New Notes, while being considered by the Company as set
out above, will be made in accordance with customary new issue allocation
processes and procedures in the sole and absolute discretion of the Company.
In the event that a Noteholder validly tenders Notes pursuant to the Offer,
such Notes will remain subject to such tender and the conditions of the Offer
as set out in the Tender Offer Memorandum irrespective of whether that
Noteholder receives all, part or none of any allocation of New Notes for which
it has applied.

Noteholders should note that the pricing and allocation of the New Notes may
take place before or after the Expiration Deadline for the Offer and any
Noteholder that wishes to subscribe for New Notes in addition to tendering
Notes for purchase pursuant to the Offer should therefore provide, as soon as
practicable, to any Dealer Manager any indications of a firm intention to
tender Notes for purchase pursuant to the Offer and the nominal amount of
Notes that it intends to tender.

Tender Instructions

In order to participate in the Offer, and be eligible to receive the Purchase
Price and the Accrued Interest Payment pursuant to the 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 4.00 p.m. (London time) on 24 May 2022 (the Expiration Deadline).  Tender
Instructions will be irrevocable except in the limited circumstances described
in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of no less than the minimum denomination, being €100,000, and may
be submitted in integral multiples of €1,000 thereafter.

A separate Tender Instruction must be completed on behalf of each beneficial
owner.

Indicative Timetable for the Offer

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offer                                                        16 May 2022

 Announcement of the Offer and intention of the Company to issue the New
 Notes.  Tender Offer Memorandum available from the Tender Agent (subject to
 the restrictions set out in "Offer and Distribution Restrictions" below).
 Announcement of Maximum Acceptance Amount

 Announcement of the Maximum Acceptance Amount.                                   As soon as reasonably practicable following the pricing of the New Notes
                                                                                  (which may occur before or after the Expiration Deadline)
 Expiration Deadline                                                              4.00 p.m. on 24 May 2022

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in
 order for Noteholders to be able to participate in the Offer.
 Announcement of Indicative Results                                               Prior to the Pricing Time on the Pricing Date

 Announcement of the aggregate nominal amount of Notes validly tendered in the
 Offer, together with a non-binding indication of the level at which it expects
 to set the Final Acceptance Amount and (if applicable) indicative details of
 the Pro-ration Factor that will apply to valid tenders of Notes in the event
 that the Offeror decides to accept (subject to the satisfaction (or waiver) of
 the New Issue Condition on or prior to the Tender Offer Settlement Date) valid
 tenders of Notes for purchase pursuant to the Offer.
 Pricing Date and Pricing Time                                                    25 May 2022 at or around 2.00 p.m.

 Determination of the Interpolated Mid-Swap Rate, the Purchase Yield and the
 Purchase Price.
 Announcement of Final Results and Pricing of the Offer                           As soon as reasonably practicable after the Pricing Time on the Pricing Date

 Announcement of whether (subject to satisfaction (or waiver) of the New Issue
 Condition on or prior to the Tender Offer Settlement Date) it will accept
 valid tenders of Notes pursuant to the Offer and, if so accepted, (i) the
 Final Acceptance Amount, (ii) the Interpolated Mid-Swap Rate, (iii) the
 Purchase Yield, (iv) the Purchase Price and (v) if applicable, the Pro-ration
 Factor that will be applied to valid tenders of the Notes.
 Tender Offer Settlement Date                                                     30 May 2022

 Subject to satisfaction or waiver of the New Issue Condition, expected Tender
 Offer Settlement Date for the Offer.

The above times and dates are subject to the right of the Offeror to extend,
re-open, amend, and/or terminate the Offer (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, the Offer before the deadlines specified in the
Tender Offer Memorandum.  The deadlines set by any such intermediary and each
Clearing System for the submission and withdrawal of Tender Instructions will
be earlier than the relevant deadlines specified in the Tender Offer
Memorandum.

Questions and requests for assistance in connection with (i) the Offer may be
directed to the Dealer Managers, and (ii) the delivery of Tender Instructions
may be directed to the Tender Agent, the contact details for each of which are
set out below.

BNP Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability Management
Group; Email: liability.management@bnpparibas.com); Deutsche Bank
Aktiengesellschaft (Telephone: +44 20 7545 8011; Attention: Liability
Management Group); and Skandinaviska Enskilda Banken AB (publ) (Telephone:
+358 40 585 7898; Attention: Liability Management Group; Email:
SEBLiabilityManagement@seb.se) are acting as Dealer Managers and Citibank,
N.A. (Telephone: +44 20 7508 3867; Attention: Exchange Team; Email:
citiexchanges@citi.com) is acting as Tender Agent.

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 Offer.  If any Noteholder is in any doubt as to the
contents of this announcement, 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, from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must contact such
entity if it wishes to tender such Notes pursuant to the Offer. The Dealer
Managers will not be responsible to any Noteholders for providing the
protections afforded to customers of the Dealer Managers or for advising any
other person in connection with the Offer.  None of the Company, the Offeror,
the Dealer Managers or the Tender Agent makes any recommendation whether
Noteholders should tender Notes pursuant to the Offer.

This announcement is made by the Company and contains information that
qualified or may have qualified as inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK
domestic law by virtue of the EUWA (UK MAR), encompassing information relating
to the Offer described above. For the purposes of UK MAR and the Implementing
Technical Standards, this announcement is made by Andri Avila, Chief Financial
Officer and Member of the Management Board at the Company.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.  Persons into whose
possession this announcement and/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.  Neither this
announcement nor the Tender Offer Memorandum constitutes (i) an offer to buy
or a solicitation of an offer to sell Notes (and tenders of Notes in the Offer
will not be accepted from Noteholders) in any circumstances in which such
offer or solicitation is unlawful or (ii) an offer to sell or a solicitation
of an offer to buy the New Notes.  In those jurisdictions where the
securities, blue sky or other laws require the 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, the
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.

No action has been or will be taken in any jurisdiction in relation to the New
Notes that would permit a public offering of securities and the minimum
denomination of the New Notes will be €100,000.

United States.  The Offer is not being made, and will not be made, directly
or indirectly in or into, or by use of the mail 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. This includes, but is
not limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes may not be
tendered in the Offer by any such use, means, instrumentality or facility from
or within the United States or by persons located or resident in the United
States.  Accordingly, copies of the Tender Offer Memorandum and any other
documents or materials relating to the Offer 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 any persons located or resident in the
United States. Any purported tender of Notes in the Offer 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 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.

Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. persons. Securities may
not be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the United States Securities
Act of 1933, as amended (the Securities Act). The New Notes have not been, and
will not be, registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be offered, sold
or delivered, directly or indirectly, in the United States or to, or for the
account or benefit of, U.S. persons.

Each holder of Notes participating in the Offer will represent that it is not
located in the United States and is not participating in the 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 the Offer from the United States. For the purposes of this and the above
two paragraphs, 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 Tender Offer Memorandum has been issued by Deutsche Bank
Aktiengesellschaft (the Offeror) which is subject to regulation by the United
Kingdom Financial Conduct Authority (the FCA) and limited regulation by the
Prudential Regulation Authority, and is being distributed only to existing
holders of the Notes.  The Tender Offer Memorandum is only addressed to such
Noteholders where they would (if they were clients of the Offeror) be per se
professional clients or per se eligible counterparties of the Offeror within
the meaning of the FCA rules.  The Tender Offer Memorandum is not addressed
to or directed at any persons who would be retail clients within the meaning
of the FCA rules and any such persons should not act or rely on it.
Recipients of the Tender Offer Memorandum should note that the Offeror is
acting on its own account in relation to the Offer and will not be responsible
to any other person for providing the protections which would be afforded to
clients of the Offeror or for providing advice in relation to the Offer.

In addition, this announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offer are not for general distribution
and must not be passed on to the general public in the United Kingdom.  The
communication of such documents and materials is made only to and directed
only at 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 any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.

Italy.  None of the Offer, this announcement, the Tender Offer Memorandum or
any other document or materials relating to the Offer have been submitted to
the clearance procedures of the Commissione Nazionale per le Società e la
Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being
carried out in the Republic of Italy (Italy) as an exempted offer 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.
Accordingly, Noteholders or beneficial owners of the Notes that are located in
Italy can tender Notes for purchase pursuant to the Offer through authorised
persons (such as investment firms, banks or financial intermediaries permitted
to conduct such activities in Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 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-à-vis its clients in connection with the
Notes and/or the Offer.

Estonia. Neither this announcement, the Tender Offer Memorandum nor any other
documents or materials relating to the Offer have been approved by the
Estonian Financial Supervision and Resolution Authority (Finantsinspektsioon)
for the purposes of public offering or sale in the Republic of Estonia and,
accordingly, the Offer is not made to the public in Estonia. Accordingly, the
Offer is not being made, directly or indirectly, in Estonia or to or for the
benefit of any resident of Estonia (which term as used in this paragraph means
any person resident in Estonia, including any corporation or other entity
incorporated under the laws of Estonia) except in compliance with an exemption
under the Regulation (EU) 2017/1129 from the requirement to produce a
prospectus and in compliance with Estonian law, including with applicable
requirements of the Estonian Securities Market Act (the Securities Market
Act). The Offer is not being made to Noteholders who are natural persons
residing in Estonia unless such persons are qualified investors within the
meaning of Article 6(2) of the Securities Market Act, acting on their own
account, and have purchased the Notes with money held in an investment account
as specified in Article 172 of the Estonian Income Tax Act.

France.  The Offer is not being made, directly or indirectly, to the public
in the Republic of France (France).  This announcement, the Tender Offer
Memorandum and any other document or material relating to the Offer has only
been and shall only be distributed in France to qualified investors as defined
in Article 2(e) of Regulation (EU) 2017/1129, as amended. Neither this
announcement nor the Tender Offer Memorandum have been nor will be submitted
for clearance to nor approved by the Autorité des Marchés Financiers.

 

 

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