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Dong Energy A/S (59KO)

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Thursday 28 April, 2016

Dong Energy A/S

Tender Offer Senior Bonds

RNS Number : 6298W
Dong Energy A/S
28 April 2016
 

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.

DONG ENERGY A/S ANNOUNCES TENDER OFFERS

28 April 2016

DONG Energy A/S (the "Offeror") hereby announces that it is inviting holders of its €500,000,000 4.00 per cent. Notes due 16 December 2016 (the "2016 Notes"), its €500,000,000 6.500 per cent. Notes due 7 May 2019 (the "2019 Notes"), its €500,000,000 4.875 per cent. Notes due 16 December 2021 (the "2021 Notes") and its €750,000,000 2.625 per cent. Notes due 19 September 2022 (the "2022 Notes", and together with the 2016 Notes, the 2019 Notes and the 2021 Notes, the "Notes" and each a "Series") to tender such Notes, subject to the Offer and Distribution Restrictions set out below, for purchase by the Offeror for cash (each such invitation, an "Offer" and together, the "Offers") on the terms and subject to the conditions set out in the tender offer memorandum dated 28 April 2016 (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.

Notes

ISIN

Outstanding Nominal Amount

Benchmark

Purchase Spread

Purchase
Yield

Amount subject to
the Offers

€500,000,000 4.00 per cent. Notes due 16 December 2016

XS0473787025

€500,000,000

N/A

N/A

0 per cent.

 

Up to €650,000,000 allocated between the Notes at the Offeror's discretion of which no more than €250,000,000 may be allocated to the 2022 Notes

€500,000,000 6.500 per cent. Notes due 7 May 2019

XS0426738976

€500,000,000

N/A

N/A

0 per cent.

€500,000,000 4.875 per cent. Notes due 16 December 2021

XS0473783891

€500,000,000

Interpolated Mid-Swap Rate

40 bps

The sum of the relevant Interpolated Mid Swap Rate and the relevant Purchase Spread

€750,000,000 2.625 per cent. Notes due 19 September 2022

XS0829114999

€750,000,000

Interpolated Mid-Swap Rate

50 bps

[1]           In each case, subject to increase or decrease at the Offeror's sole discretion.

For information purposes only, the Purchase Price in respect of (i) the 2016 Notes would be 102.372% and (ii) the 2019 Notes would be 119.393% assuming a Settlement Date of 13 May 2016. Should the Settlement Date be postponed, the Purchase Price in respect of the 2016 Notes and the 2019 Notes will be recalculated and will be announced at the time of the Announcement of the Final Results.

Rationale for the Offers

The Offers are part of the Offeror's ongoing liability management activities. 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.

Details of the Offers

Target Acceptance Amount and Final Acceptance Amount

The Offeror proposes to accept for purchase pursuant to the Offers up to €650,000,000 in aggregate amount of the Notes (the "Target Acceptance Amount"), of which no more than €250,000,000 may be allocated to the 2022 Notes, although the Offeror reserves the right, in its sole discretion and for any reason, to accept significantly less than or significantly more than the Target Acceptance Amount for purchase pursuant to the Offers (the final aggregate amount of the Notes so accepted being the "Final Acceptance Amount"). The Offeror intends to prioritise the 2019 Notes, the 2021 Notes and the 2022 Notes whilst retaining at least €500,000,000 nominal outstanding of the 2022 Notes. The Offeror will determine in its sole discretion the allocation of the nominal amount accepted for purchase pursuant to the Offers between each Series of Notes provided that, in respect of each Series, the Offeror will set the aggregate nominal amount of Notes of such Series validly tendered in the relevant Offer that it wishes to accept for purchase (the "Series Acceptance Amount") at a level which will ensure that (i) the aggregate principal amount of Notes that the Offeror will accept for purchase shall not exceed the Final Acceptance Amount, and (ii) the aggregate nominal amount of 2022 Notes that the Offeror will accept for purchase shall not exceed €250,000,000 (the "2022 Notes Tender Cap"), although the Offeror reserves the right, in its sole discretion and for any reason, to change the 2022 Notes Tender Cap or to accept less than or more than the 2022 Notes Tender Cap for purchase pursuant to the Offer.

Scaling (pro rata allocations)

If the aggregate nominal 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 such offered Notes of such Series on a pro rata basis such that the aggregate nominal amount of such Notes of such Series accepted for purchase is no greater than the Series Acceptance Amount.

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, each such Tender Instruction 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 such 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 will only accept tenders of Notes subject to scaling to the extent such scaling will not result in (i) the relevant Noteholder transferring Notes to the Offeror in an aggregate nominal amount of less than the Specified Denomination or (ii) the Offeror rejecting the Notes from such Noteholder in an aggregate principal amount of less than their Specified Denomination. 

The Offeror will determine in its sole discretion the allocation of the nominal amount accepted for purchase pursuant to the Offers between each Series of the Notes, and reserves the right to accept significantly more or less (or none) of the Notes of any Series of Notes (subject to pro-ration, if applicable and subject, in the case of the 2022 Notes, to the 2022 Notes Tender Cap).

Purchase Prices

The Offeror will pay, for the Notes accepted by it for purchase pursuant to the relevant Offers, a price (the relevant "Purchase Price", expressed as a percentage of the nominal 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 the 2021 Notes and the 2022 Notes, the Purchase Yield shall be the sum (each such sum, the relevant "Purchase Yield") of (a) the relevant Purchase Spread (as defined above) and (b) the relevant Interpolated Mid-Swap Rate for each Series. In the case of the 2016 Notes and the 2019 Notes, the relevant Purchase Yield will be 0 per cent.

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.


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 10 May 2016. 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 nominal amount of Notes of the relevant Series of no less than €50,000 in respect of the 2016 Notes, 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

28 April 2016

Expiration Deadline

5.00 p.m. (CET) on 10 May 2016

Announcement of Indicative Results

As soon as reasonably practicable after the Expiration Deadline

Pricing Date and Pricing Time

At or around 1.00 p.m. (CET) on 11 May 2016

Announcement of Final Results

As soon as reasonably practicable after the Pricing Time on the Pricing Date

Settlement

13 May 2016

 

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. Barclays Bank PLC, BNP Paribas and Mitsubishi UFJ Securities International plc 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

Barclays Bank PLC

5 The North Colonnade

London E14 4BB

United Kingdom

Telephone: +44 (0) 20 3134 8515

Attention: Liability Management Group

Email: [email protected]

 

BNP Paribas

10 Harewood Avenue

London NW1 6AA

United Kingdom

Telephone: +44 (0)20 7595 8668

Attention: Liability Management Group

Email: [email protected]

 

 

 

Mitsubishi UFJ Securities International plc

Ropemaker Place

25 Ropemaker Street

London EC2Y 9AJ

United Kingdom

Telephone: + 44-207-577-4048/4218

Attention: Liability Management Group

Email: [email protected]

 

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
13th Floor

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Telephone: +44 (0) 207 508 3867

Attention: Exchange Team - Agency & Trust

Email: [email protected]

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.

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 qualifiés) 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 to D.411-3 of the French Code Monétaire 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 Autorité des marchés financiers.

Belgium

The following restriction applies only to the 2016 Notes, 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 Società 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-à-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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