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European Energy A/S: Announces tender offer regarding certain outstanding callable subordinated green capital securities

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NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES. NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON IN ANY JURISDICTION WHERE RELEASE, PUBLICATION OR DISTRIBUTION TO SUCH PERSON IS RESTRICTED BY ANY LAW OR REGULATION APPLICABLE IN SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR ISSUE OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES.

Company Announcement

Company Announcement no. 1/2023 (13.01.2023)

European Energy announces tender offer regarding certain outstanding callable subordinated green capital securities due 3020 and considers issuance of (i) new EUR denominated callable subordinated green capital securities due 3023 and (ii) new EUR denominated senior unsecured green bonds due 2026

Copenhagen, 13 January 2023: European Energy A/S (the “Company”) today announces that it is offering the holders of the Company’s outstanding callable subordinated green capital securities outlined below (the “Existing Capital Securities”) to tender any and all Existing Capital Securities for purchase by the Company (the “Tender Offer”) at the price set out below.

Existing Capital Securities will be repurchased subject to the terms described in the tender information document dated 13 January 2023 (the “Tender Information Document”). The Company’s repurchase of Existing Capital Securities pursuant to the Tender Offer is conditional upon satisfaction (or waiver) of the New Financing Conditions (as defined in the Tender Information Document) and is subject to the Transaction Cap (as defined in the Tender Information Document). The Tender Information Document is attached to this Company Announcement.

Description of the Existing Capital Securities / ISIN / Outstanding Amount / Minimum Denomination / Minimum Trading Unit / Purchase Price

Callable Subordinated Green Capital Securities due 3020 / DK0030470919 / EUR 150,000,000 / EUR 1,000 / EUR 100,000 / 100.00%

In connection with the Tender Offer, the Company further announces that, subject to market conditions, it intends to issue:

  1. New EUR denominated callable subordinated green capital securities due 3023 with an expected issue size of minimum EUR 75,000,000 (the “New Capital Securities”). The net proceeds of the New Capital Securities will be used for financing or refinancing of eligible projects in accordance with the Company’s Green Finance Framework, including principally for refinancing of the Existing Capital Securities purchased by the Company in the Tender Offer.
  2. New EUR denominated senior unsecured green bonds due 2026 (the “New Senior Bonds”) to be consolidated and form a single series with the Company’s existing EUR 75,000,000 senior unsecured green bonds due 2026 with ISIN DK0030511613. The net proceeds of the New Senior Bonds will be used for financing or refinancing of eligible projects in accordance with the Company’s Green Finance Framework.

Holders of Existing Capital Securities who accept the Tender Offer will be eligible to receive a priority in the allocation of the New Capital Securities, subject to the terms and conditions set out in the Tender Information Document.

Holders of Existing Capital Securities should note that, as a result of the Transaction Cap (as defined in the Tender Information Document), valid tender instructions made pursuant to the Tender Offer are only expected to be accepted for purchase by the Company to the extent that the holders subscribe for New Capital Securities.

The Tender Offer expires upon book close of the book building process for the New Capital Securities, unless extended, re-opened, withdrawn or terminated at the sole and absolute discretion of the Company. Settlement of the Tender Offer is expected to occur approximately five business days thereafter.

The Company has mandated Danske Bank A/S, DNB Markets and Nordea Bank Abp as joint arrangers and bookrunners in respect of the issuance of the New Capital Securities and the New Senior Bonds and dealer managers and tender agents in respect of the Tender Offer.

Attachment: The Tender Information Document.

Joint Bookrunners and Dealer Managers:

Danske Bank

Email: liabilitymanagement@danskebank.dk

DNB

Email: bond.syndicate@dnb.no

Nordea

Email: nordealiabilitymanagement@nordea.com

For further information, please contact the Company:

E-mail: investor.relations@europeanenergy.dk

https://europeanenergy.com/en/investor

Important Notice

This announcement is for information purposes only and is not an offer to sell or buy any securities. Any securities mentioned in this announcement may not be sold in the United States unless they are registered under the US Securities Act of 1933, as amended (the “Securities Act”) or are exempt from registration. Any securities described in this announcement have not been and will not be registered under the Securities Act, and accordingly any offer or sale of such securities may be made only in a transaction exempt from registration requirements of the Securities Act.

It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution, directly or indirectly, in or to the United States, Australia, Japan, Canada, New Zealand, South Africa, Hong Kong, Switzerland, Singapore or any other jurisdiction where such distribution would be unlawful or require registration or any other measures.

This Company Announcement has been made in accordance with Regulation (EU) No 596/2014 on market abuse (the “Market Abuse Regulation”) and contains information that prior to its disclosure may have constituted inside information under the Market Abuse Regulation.

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