TIDM69TM
RNS Number : 8369X
Abu Dhabi National Energy Co PJSC
06 May 2021
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON
LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
Abu Dhabi National Energy Company PJSC announces the pricing of
its
cash tender offer for its 3.625% Notes due January 2023
May 6, 2021 - Abu Dhabi National Energy Company PJSC (the
"Company") announces the pricing of its previously announced offer
to purchase for cash (the "Maximum Tender Offer") up to
U.S.$250,000,000 (the "Maximum Tender Amount") of its outstanding
3.625% Notes due January 2023 (the "Maximum Tender Offer Notes"),
upon the terms and subject to the conditions set forth in the Offer
to Purchase dated April 19, 2021 (as it may be amended or
supplemented from time to time, the "Offer to Purchase").
Capitalized terms used in this announcement and not otherwise
defined have the meanings ascribed to them in the Offer to
Purchase. Copies of the Offer to Purchase are available, subject to
the offer and distribution restrictions, from the Tender and
Information Agent at https://deals.lucid-is.com/taqa.
The "MTO Total Consideration" payable per U.S.$1,000 principal
amount of Maximum Tender Offer Notes validly tendered and accepted
for purchase was determined by the Joint Dealer Managers based on a
fixed spread over the bid-side yield of the Reference U.S. Treasury
Security, as set forth in the table below, in accordance with
standard market practice as of 10:00 a.m. (New York City Time) on
May 6, 2021. The MTO Total Consideration payable by the Company per
U.S.$1,000 principal amount of Maximum Tender Offer Notes accepted
for purchase will be U.S.$1,053.66.
Title of Securities Early Tender Fixed Spread Reference Bloomberg Reference MTO Total
Security Codes Payment(a) (bps) U.S. Reference Yield(b) Consideration(a),
Treasury Page (c)
Security
3.625% Notes Rule 144A U.S.$30 25 0.125% U.S. FIT1 0.152% U.S.$1,053.66
Due January Notes Treasury
2023 CUSIP: Notes due
00386S AL6/ March 31,
ISIN: 2023
US00386SAL60
Regulation S
Notes
ISIN:
XS0863524277
------------ ------------ ------------- ------------ ------------ ------------- -----------------
___________________
(a) Per U.S.$1,000 principal amount.
(b) Determined on May 6, 2021 at 10:00 a.m., New York City time.
(c) MTO Total Consideration is based on the fixed spread of the
Maximum Tender Offer Notes to the bid-side yield of the Reference
U.S. Treasury Security as of 10:00 a.m., New York City time, on May
6, 2021. The MTO Total Consideration includes an Early Tender
Payment equal to the amount set forth under "Early Tender
Payment".
The Maximum Tender Offer will expire at 5:00 p.m. (New York City
Time) on May 20, 2021 (such time and date, as the same may be
extended, the "Maximum Tender Expiration Date"). Maximum Tender
Offer Notes tendered may be withdrawn at any time at or prior to
5:00 p.m. (New York City Time) on May 6, 2021 but not
thereafter.
Holders of Maximum Tender Offer Notes that are validly tendered
prior to or at 5:00 p.m. (New York City Time) on May 6, 2021 (such
time and date, as the same may be extended, the "Early Tender
Date") and that are accepted for purchase will receive the MTO
Total Consideration, as set forth in the table above. The MTO Total
Consideration with respect to the Maximum Tender Offer Notes so
calculated includes an "Early Tender Payment" equal to the
applicable amount set forth in the table above under the heading
"Early Tender Payment." Holders of Maximum Tender Offer Notes that
are validly tendered after the Early Tender Date but prior to or at
the Maximum Tender Expiration Date and that are accepted for
purchase will receive in cash the MTO Total Consideration minus the
Early Tender Payment. The early tender results of the Maximum
Tender Offer are expected to be announced on May 7, 2021.
Payment for the Maximum Tender Offer Notes that are validly
tendered prior to or at the Early Tender Date and that are accepted
for purchase will be made on the date referred to as the "Maximum
Tender Early Settlement Date." The Maximum Tender Early Settlement
Date will be promptly following the Early Tender Date in respect of
such Maximum Tender Offer. It is anticipated that the Maximum
Tender Early Settlement Date will be on or around May 10, 2021, the
second business day after the Early Tender Date. Payment for the
Maximum Tender Offer Notes that are validly tendered after the
Early Tender Date and prior to or at the Maximum Tender Expiration
Date and that are accepted for purchase will be made on the date
referred to as the "Maximum Tender Final Settlement Date." The
Maximum Tender Final Settlement Date will be promptly following the
Maximum Tender Expiration Date in respect of the Maximum Tender
Offer. It is anticipated that the Maximum Tender Final Settlement
Date for the Maximum Tender Offer Notes will be on or around May
24, 2021, the second business day after the Maximum Tender
Expiration Date.
Important Information
The Company has retained BNP Paribas, HSBC Bank plc, MUFG
Securities EMEA plc and SMBC Nikko Capital Markets Limited to act
as the Joint Dealer Managers for the Maximum Tender Offer, and
Lucid Issuer Services Limited to act as the Tender and Information
Agent for the Maximum Tender Offer.
Questions regarding the Maximum Tender Offer may be directed to
(i) BNP Paribas at +33 1 55 77 78 94 or by email to
liability.management@bnpparibas.com; (ii) HSBC Bank plc at +44 (0)
20 7992 6237 or by email to LM_EMEA@hsbc.com; (iii) MUFG Securities
EMEA plc at +44 20 7577 4218 (London), +1 (877) 744-4532 (U.S. Toll
Free), +1 (212) 405-7481 (U.S.) or by email to
DCM-LM@int.sc.mufg.jp; and (iv) SMBC Nikko Capital Markets Limited
at +44 20 3527 7545 or by email to LM.EMEA@smbcnikko-cm.com.
This press release is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security. No offer, solicitation, or sale will be made in
any jurisdiction in which such an offer, solicitation, or sale
would be unlawful. The Maximum Tender Offer is only being made
pursuant to the Offer to Purchase. Holders are urged to carefully
read the Offer to Purchase before making any decision with respect
to the Maximum Tender Offer.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required by the Company, the Joint Dealer
Managers and the Tender and Information Agent to inform themselves
about and to observe any such restrictions.
This announcement is released by Abu Dhabi National Energy
Company PJSC 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
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR"), encompassing information relating
to the Maximum Tender Offer described above. For the purposes of UK
MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055 as it forms part of United Kingdom domestic law by virtue
of the European Union (Withdrawal) Act 2018, this announcement is
made by Stephen Ridlington, Chief Financial Officer.
Offer and Distribution Restrictions
United Kingdom
Neither this announcement nor any other documents or materials
relating to the Maximum Tender Offer have been approved by an
authorized person for the purposes of section 21 of the Financial
Services and Markets Act 2000 (the "FSMA"). Accordingly, neither
this announcement nor any such documents and/or materials are being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of this announcement and/or
such documents and/or materials is exempt from the restriction on
financial promotions under section 21(1) of the FSMA on the basis
that they are only directed at and may only be communicated to: (1)
persons who are outside of the United Kingdom; (2) investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (3) a person falling within Article 43(2) of the Order,
or (4) any other persons to whom they may lawfully be communicated
under the Order (all such persons together being referred to as
"relevant persons").
This announcement and any other documents or materials relating
to the Maximum Tender Offer are only available to relevant persons.
Any person who is not a relevant person should not act or rely on
this announcement or any of its contents.
Italy
None of the Maximum Tender Offer , this announcement, the Offer
to Purchase or any other document or materials relating to the
Maximum Tender Offer have 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
Maximum Tender 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 February 24,
1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended. Holders or beneficial owners of the Maximum Tender Offer
Notes that are resident and/or located in Italy can tender Maximum
Tender Offer Notes for purchase 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 February 15, 2018, as
amended, 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 Maximum Tender Offer Notes and/or the Maximum
Tender Offer .
France
The Maximum Tender Offer is not being made, directly or
indirectly, to the public in the Republic of France ("France").
Neither this announcement nor any other document or material
relating to the Maximum Tender Offer has been or shall be
distributed to the public in France and only qualified investors
(investisseurs qualifiés), other than individuals, as defined in,
and in accordance with, Articles L.411-1 and L.411-2 of the French
Code monétaire et financier, are eligible to participate in the
Maximum Tender Offer . Neither this announcement nor any other
document or material relating to the Maximum Tender Offer has been
or will be submitted for clearance to or approved by the Autorité
des Marchés Financiers.
United Arab Emirates (excluding Dubai International Financial
Centre)
The Maximum Tender Offer is not being made and will not be
publicly promoted or advertised in the United Arab Emirates other
than in compliance with laws applicable in the United Arab Emirates
governing the issue, offering and sale of securities.
Dubai International Financial Centre
The Maximum Tender Offer is not being made and may not be made
to any person in the Dubai International Financial Centre unless
such offer is: (a) an "Exempt Offer" in accordance with the Markets
Rules (MKT) Module of the Dubai Financial Services Authority (the
"DFSA") rulebook; and (b) made only to persons who meet the
Professional Client criteria set out in Rule 2.3.3 of the Conduct
of Business Module of the DFSA rulebook.
Kingdom of Saudi Arabia
The communication of this announcement and any other documents
or materials relating to the Maximum Tender Offer are only being
made and the Maximum Tender Offer will only be made or advertised
in the Kingdom of Saudi Arabia: (i) to persons who have confirmed
that they are "sophisticated investors" (as defined in Article 9 of
the Rules on the Offer of Securities and Continuing Obligations as
issued by the Saudi Capital Market Authority (the "Saudi CMA")
resolution number 3-123-2017 dated December 27, 2017, as amended by
the Board of the Saudi CMA resolution number 1-7-2021 dated January
14, 2021 (the "KSA Regulations")); or (ii) by way of a limited
offer under Article 10 of the KSA Regulations.
This announcement and the Maximum Tender Offer shall not
therefore constitute a "public offer", an "exempt offer" or a
"parallel market offer" pursuant to the KSA Regulations, but are
subject to restrictions on secondary market activity pursuant to
Article 15 of the KSA Regulations. Accordingly any Saudi Holder who
has acquired Maximum Tender Offer Notes pursuant to a private
placement under Article 9 or Article 10 of the KSA Regulations may
not offer or sell those Maximum Tender Offer Notes to any person
unless the offer or sale is made through an authorised person
appropriately licensed by the Saudi CMA and: (1) the Maximum Tender
Offer Notes are offered or sold to a sophisticated investor (as
defined in Article 9 of the KSA Regulations); (2) the price to be
paid for the Maximum Tender Offer Notes in any one transaction is
equal to or exceeds Saudi Riyals one million or an equivalent
amount; or (3) the offer or sale is otherwise in compliance with
Article 15 of the KSA Regulations.
General
This announcement does not constitute an offer to buy or the
solicitation of an offer to sell Maximum Tender Offer Notes (and
tenders of Maximum Tender Offer Notes in the Maximum Tender Offer
will not be accepted from Holders) in any circumstances in which
such offer or solicitation is unlawful. In those jurisdictions
where the securities, blue sky or other laws require the Maximum
Tender Offer to be made by a licensed broker or dealer and any of
the Joint Dealer Managers or any of the Joint Dealer Managers'
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Maximum Tender Offer shall be deemed to be
made by such Joint Dealer Manager or affiliate, as the case may be,
on behalf of the Company in such jurisdiction.
In addition, each Holder participating in the Maximum Tender
Offer will also be deemed to give certain representations in
respect of the jurisdictions referred to above and generally as set
out in the Offer to Purchase. Any tender of Maximum Tender Offer
Notes for purchase pursuant to the Maximum Tender Offer from a
Holder that is unable to make these representations will not be
accepted. Each of the Company, the Joint Dealer Managers and the
Tender and Information Agent reserves the right, in its absolute
discretion, to investigate, in relation to any tender of Maximum
Tender Offer Notes for purchase pursuant to the Maximum Tender
Offer , whether any such representation given by a Holder is
correct and, if such investigation is undertaken and as a result
the Company determines (for any reason) that such representation is
not correct, such tender shall not be accepted.
Forward-Looking Information
This press release may contain forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended. These statements include, but are not limited to,
statements related to the Company's expectations regarding the
performance of its business, financial results, liquidity and
capital resources, contingencies and other non-historical
statements. You can identify these forward-looking statements by
the use of words such as "expects", "hypothetical", "may", "will",
"should", "anticipates" or the negative version of these words or
other comparable words. Such forward-looking statements are subject
to various risks, uncertainties and assumptions. The Company is
under no obligation (and expressly disclaims any such obligation)
to update or alter its forward-looking statements whether as a
result of new information, future events or otherwise. More
detailed information about these and other factors is set forth in
the Offer to Purchase.
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END
RTEDKABPPBKDPPK
(END) Dow Jones Newswires
May 06, 2021 11:59 ET (15:59 GMT)
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