REG - Vattenfall AB - Amendment of Tender Offer

Swedbank ABAnnouncement

19/05/2021 08:10

RNS Number : 1176Z
  
Vattenfall AB
  
19 May 2021
  
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THE TENDER OFFER MEMORANDUM.
19 May 2021
VATTENFALL AB (PUBL) ANNOUNCES AMENDMENTS TO THE TENDER OFFERS
Vattenfall AB (publ) (the "Company") announces today, with reference to the tender offers described in the tender offer memorandum dated 10 May 2021 (the "Tender Offer Memorandum") in respect of its outstanding SEK3,000,000,000 Fixed Rate Reset Capital Securities due 2077 (ISIN: XS1205627547) (the "Fixed Rate Capital Securities") and SEK3,000,000,000 Floating Rate Capital Securities due 2077 (ISIN: XS1205625251) (the "Floating Rate Capital Securities" and together with the Fixed Rate Capital Securities, the "Capital Securities") (each such invitation an "Offer" and together the "Offers"), that the aggregate principal amount of Capital Securities to be accepted in the Offers is expected to be equal to the aggregate principal amount of New Capital Securities to be issued by the Company, subject to the right of the Company to increase or decrease such amount in its sole and absolute discretion (the "Maximum Acceptance Amount"). The Company further announces that the Expiration Time has been extended to 5.00 p.m. (CEST) on 24 May 2021 and that Qualifying Holders who have submitted valid Tender Instructions on or prior to the date and time of this announcement have the right to revoke such Tender Instructions until the Revocation Deadline (as defined below).
 



Description


ISIN


Outstanding Principal Amount


First Call Date


Purchase Price


Amount subject to the Offers




SEK3,000,000,000 Fixed Rate Capital Securities


XS1205627547


SEK3,000,000,000


19 March 2022


102.16 per cent.


Up to the Maximum Acceptance Amount
 




SEK3,000,000,000  Floating Rate Capital Securities


XS1205625251


SEK3,000,000,000


Interest Payment Date falling in March 2022 (21 March 2022)


101.52 per cent.



The Offers were made on the terms and subject to the conditions contained in the Tender Offer Memorandum and this announcement should be read in conjunction with the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.
Qualifying Holders who have previously delivered valid Tender Instructions do not need to redeliver such Tender Instructions or take any other action in response to this announcement in order to tender their Capital Securities pursuant to the relevant Offer.
Maximum Acceptance Amount
The Maximum Acceptance Amount is expected to be equal to the aggregate principal amount of New Capital Securities to be issued by the Company with such amount to be announced as soon as reasonably practicable following the pricing of the New Capital Securities.
Pro-Ration
The Company proposes to accept for purchase Capital Securities across both Series with an aggregate principal amount of up to the Maximum Acceptance Amount. 
The Company will determine the allocation of the aggregate principal amount accepted for purchase pursuant to the Offers among each Series (the "Series Acceptance Amounts" and each, a "Series Acceptance Amount") in its sole discretion. 
If the Company accepts validly tendered Capital Securities of any Series for purchase pursuant to the Offers and the aggregate principal amount of the Capital Securities of such Series validly tendered for purchase pursuant to the Offers exceeds the Series Acceptance Amount for that Series, the Company will accept the Capital Securities of such Series for purchase on a pro-rata basis such that the aggregate principal amount of the Capital Securities of such Series accepted for purchase is equal to such Series Acceptance Amount. 
In the circumstances described in this announcement in which Capital Securities of a Series validly tendered pursuant to the Offers are to be accepted on a pro-rata basis, such Offers to Sell in respect of such Capital Securities will be scaled by a factor (a "Pro-Ration Factor") equal to: (i) the Series Acceptance Amount; divided by (ii) the aggregate principal amount of the Capital Securities of such Series that have been validly tendered (subject to any adjustments following the rounding of tenders of Capital Securities, as described below). 
Each Offer to Sell that is scaled will be rounded down to the nearest SEK10,000. In addition, in the event of any such pro-ration, the Company intends to apply such pro-rata scaling to each Offer to Sell in such a manner as will result in both (a) the relevant Qualifying Holder transferring Capital Securities to the Company in an aggregate nominal amount of at least of SEK1,000,000, being the minimum denomination of the Capital Securities and (b) the relevant Qualifying Holder's residual amount of Capital Securities of the relevant Series (being the nominal amount of the Capital Securities the subject of the relevant Tender Instruction that are not accepted for purchase by virtue of such scaling) amounting to either (i) at least the minimum denomination of the relevant Series or (ii) zero, and the Company therefore intends to adjust the relevant Pro-Ration Factor applicable to any relevant Tender Instruction accordingly.
Revocation Rights
If a Qualifying Holder that has already submitted valid Tender Instructions on or prior to the date and time of this announcement no longer wishes to participate in the relevant Offer then it may revoke such instructions up until 5.00 p.m. (CEST) on 24 May 2021 (the "Revocation Deadline").
Any Qualifying Holder wishing to exercise any right of revocation should do so by delivering, or arranging to have delivered on their behalf, an electronic revocation instruction directly to the Clearing System where the Capital Securities are held in accordance with the applicable procedures of such Clearing System, indicating the Qualifying Holder's intention to revoke its Offer to Sell, to be received by the Tender Agent prior to the deadline for revocation.
Qualifying Holders who wish to revoke their Tender Instruction are advised to check with any Intermediary through which they hold their Capital Securities as to the deadline for receipt by such Intermediary of instructions to revoke any Offer to Sell in order to allow sufficient time for transmission of the revocation instruction to the Tender Agent by the Revocation Deadline.
For the avoidance of doubt, any Qualifying Holder who does not exercise any such right of revocation in the circumstances and in the manner specified above by the Revocation Deadline shall be deemed to have waived such right of revocation and its original Tender Instruction will remain effective in respect of the Offers as amended.
Amended Timetable
The amended transaction timetable is summarised below:






Events/Dates


Times and Dates




Launch Date


10 May 2021




Offers announced. Clearing System Notices distributed via the Clearing Systems and Tender Offer Memorandum available to Qualifying Holders upon request.


 




Pricing Time


On or before the Expiration Time




Pricing of the New Capital Securities. Announcement of the Maximum Acceptance Amount will be as soon as reasonably practicable thereafter.


 




Revocation Deadline


5.00 p.m. (CEST) on 24 May 2021




Deadline for receipt by the Tender Agent of revocation instructions of previously submitted Tender Instructions.


 




Expiration Time


5.00 p.m. (CEST) on 24 May 2021




Deadline for receipt by the Tender Agent of Tender Instructions.
Qualifying Holders should note that Tender Instructions must be submitted in accordance with the deadlines of the Clearing System, which will be before the Expiration Time.


 




Announcement of the results of the Offers


As soon as reasonably practicable on 25 May 2021




Announcement of whether the Company will accept, subject to the Transaction Condition being waived or satisfied, any Capital Securities pursuant to the Offers and, if so accepted, of (i) the aggregate principal amount of Capital Securities so accepted for purchase and (ii) the Pro-Ration Factors (if any).


 




Settlement Date


Expected to be 26 May 2021




Settlement of the Offers.
Payment of Tender Consideration in respect of Capital Securities accepted for purchase.


 



This is an indicative timetable and is subject to the right of the Company to further extend, re-open, amend and/or terminate the Offers (subject to applicable law and as provided in the Tender Offer Memorandum).
Qualifying Holders are advised to check with any Intermediary through which they hold their Capital Securities as to the deadlines by which such Intermediary would require receipt of instructions from Qualifying Holders to participate in, or to withdraw their instructions to participate in, the Offers in accordance with the terms and conditions of the Offers as described in the Tender Offer Memorandum in order to meet the relevant deadlines (which will be earlier than the deadlines set out above) and the corresponding deadlines set by the Clearing Systems.
Save as set out in this announcement the terms of the Offers, including the relevant Purchase Prices, remain unchanged and are as described in the Tender Offer Memorandum.



Qualifying Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers.



Citigroup Global Markets Limited, Skandinaviska Enskilda Banken AB (publ) and Swedbank AB (publ) are acting as Dealer Managers for the Offers and Lucid Issuer Services Limited is acting as Tender Agent. For detailed terms of the Offers please refer to the Tender Offer Memorandum which (subject to distribution restrictions) can be obtained from the Dealer Managers and the Tender Agent referred to below:



Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Telephone: +44 (0) 20 7986 8969

Attn: Liability Management Group

Email: liabilitymanagement.europe@citi.com


DEALER MANAGERS
Skandinaviska Enskilda Banken AB (publ)

Kungsträdgårdsgatan 8

SE-106 40 Stockholm

Sweden
Telephone: +46 (0) 8 506 231 31

Attn: Liability Management

Email: liabilitymanagementdcm@seb.se


Swedbank AB (publ)

Large Corporates & Institutions

SE-105 34 Stockholm

Sweden

Telephone: +46 (0) 8 700 92 22

Attn: Syndicate

Email: syndicate@swedbank.se 



 
THE TENDER AGENT
Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Tel: +44 20 7704 0880

Attn: Mu-yen Lo/Owen Morris

Email: vattenfall@lucid-is.com 
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 Qualifying Holder 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, legal and tax advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
None of the Company, the Dealer Managers or the Tender Agent or any of their respective directors, employees, officers, agents or affiliates expresses any opinion about the merits of the Offers or makes any recommendation as to whether or not any Qualifying Holder should Offer to Sell its Capital Securities and no one has been authorised by the Company, the Dealer Managers or the Tender Agent to make any such recommendation.




OFFER 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. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Capital Securities may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act").
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. Any purported tender of Capital Securities in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported tender of Capital Securities 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.
The Tender Offer Memorandum is not an offer to buy or sell, or a solicitation of an offer to buy or sell, any Capital Securities or other securities in the United States. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.
Each Holder of Capital Securities participating in the Offers will represent that it is not a U.S. person, it is not located in the United States and it is not participating in the Offers 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 Offers from the United States.
For the purposes of this and above 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 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. 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 only being made to, and may only be acted upon by, 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, as amended (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
FRANCE
The Tender Offer Memorandum and any documents or offering materials relating to the Offers may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the Prospectus Regulation, as amended, and Article L.411-2 of the French Code monétaire et financier as amended from time to time. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
REPUBLIC OF ITALY 
None of the Offers, the Tender Offer Memorandum or any other documents or materials relating to the Offers has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy ("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. Holders or beneficial owners of the Capital Securities that are located in Italy may tender their Capital Securities in the Offers 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 13 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 Capital Securities and/or the Offers.
For the avoidance of doubt, nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or a solicitation of an offer to buy the New Capital Securities. 
No action has been or will be taken in any jurisdiction by the Company, the Dealer Managers, the joint bookrunners or the Tender Agent that would permit a public offering of the New Capital Securities in certain jurisdictions and circumstances where it is restricted by law. In particular, the New Capital Securities are not being, and will not be, offered or sold in the United States. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Capital Securities 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). Offering of the New Capital Securities in any Member State of the European Economic Area ("EEA") or the United Kingdom ("UK") will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA (the "UK Prospectus Regulation") (as applicable) from the requirement to publish a prospectus for any offer of securities.
Any investment decision to purchase any New Capital Securities should be made solely on the basis of the information contained in the Preliminary Prospectus and to be contained in the Prospectus, in each case prepared in connection with the New Capital Securities and no reliance is to be placed on any statements or information other than as contained or incorporated in the Preliminary Prospectus and the Prospectus. Subject to compliance with all applicable securities laws and regulations, the Preliminary Prospectus and the Prospectus will be available from the joint bookrunners on request.
MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET 
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the New Capital Securities has led to the conclusion that: (i) the target market for the New Capital Securities is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the New Capital Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the New Capital Securities (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Capital Securities (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET 
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the New Capital Securities has led to the conclusion that: (i) the target market for the New Capital Securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR") (the "EUWA"); and (ii) all channels for distribution of the New Capital Securities to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the New Capital Securities (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The New Capital Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Capital Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Capital Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS 
The New Capital Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the New Capital Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Capital Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
 
 

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