REG - Vattenfall AB - Tender Offer for Outstanding Capital Securities

Swedbank ABAnnouncement

10/05/2021 10:10

RNS Number : 0602Y
  
Vattenfall AB
  
10 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.
10 May 2021
VATTENFALL AB (PUBL) ANNOUNCES TENDER OFFERS
Vattenfall AB (publ) (the "Company") announces that it is inviting holders 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") to tender any and all of such Capital Securities for purchase by the Company for cash, subject to the offer and distribution restrictions and the conditions described in the tender offer memorandum dated 10 May 2021 (the "Tender Offer Memorandum") (each such invitation an "Offer" and together the "Offers").
 



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.


Any and all




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.


Any and all



The Offers are made on the terms and subject to the conditions contained in the Tender Offer Memorandum and 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.
The rationale for the Offers is to optimise the Company's cost of debt and balance sheet structure and enable investors to free up cash to invest in the New Capital Securities which the Company today announces its intention to issue.
The submission of a valid Tender Instruction through the Clearing Systems will be irrevocable except in the limited circumstances in which the revocation of a Tender Instruction is specifically permitted in accordance with the terms of the Offers.
The Tender Consideration payable on the Settlement Date to a Qualifying Holder whose Capital Securities are validly Offered for Sale and accepted for purchase by the Company pursuant to the Offers will be an amount in SEK equal to the sum of: (i) the product of (x) the relevant Purchase Price and (y) the principal amount of the relevant Capital Securities; and (ii) the relevant Accrued Interest Amount in respect of such Capital Securities, rounded, if necessary, to the nearest SEK1, with SEK0.5 being rounded upwards.
The Offers are conditional upon (i) the pricing of the New Capital Securities to the satisfaction of the Company; and (ii) the subscription agreement relating to the issue of the New Capital Securities to be entered into between (amongst others) the Company and the Dealer Managers in their capacity as joint bookrunners becoming unconditional in accordance with its terms.
A key factor in the allocation of the New Capital Securities will be whether Qualifying Holders have validly tendered or indicated a firm intention to any of the Dealer Managers that they intend to tender their Capital Securities pursuant to the Offers. When considering the allocation of the New Capital Securities, the Company may give preference to those Qualifying Holders who, prior to such allocation, have validly tendered or indicated their firm intention to any of the Dealer Managers to tender the Capital Securities and applied to any of the joint bookrunners to subscribe for New Capital Securities. However, the Company is not obliged to allocate the New Capital Securities to a Holder who has validly tendered or indicated a firm intention to tender the Capital Securities pursuant to the Offers and made the relevant application. Any allocation of the New Capital Securities, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures of the joint bookrunners. The aggregate principal amount of New Capital Securities for which preference is given (if any) may be less than, equal to, or greater than the aggregate principal amount of Capital Securities validly tendered in the Offers and accepted for purchase by the Company.
Under the terms and conditions of the Capital Securities, in the event that at least eighty (80) per cent. of the aggregate principal amount of the relevant Capital Securities has been purchased by or on behalf of the Company or a subsidiary of the Company and has been cancelled, the Company may redeem all, but not some only, of the outstanding relevant Capital Securities at any time at 100 per cent. of the principal amount of the relevant Capital Securities, together with any accrued interest and any arrears of interest (including any arrears of interest with any additional interest amounts thereon), up to (but excluding) such effective date of redemption of the relevant Capital Securities, subject to the Company having given the holders of the relevant Capital Securities not less than thirty (30), nor more than sixty (60), days' prior notice in accordance with the terms and conditions of the relevant Capital Securities.
THE OFFERS WILL COMMENCE ON 10 MAY 2021 AND WILL EXPIRE AT 5.00 P.M. (CEST) ON 20 MAY 2021 UNLESS EXTENDED, WITHDRAWN, AMENDED OR TERMINATED AT THE SOLE DISCRETION OF THE COMPANY.
The anticipated 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.


 




Expiration Time


5.00 p.m. (CEST) on 20 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 21 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 the aggregate principal amount of Capital Securities so accepted for purchase.


 




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 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.
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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