TIDM96DV
RNS Number : 9030V
Vattenfall AB
08 November 2017
LEI: 549300T5RZ1HA5HZ3109
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY TO ANY US PERSON (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT (AS DEFINED BELOW)) OR IN OR INTO THE UNITED STATES,
ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US
VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THE TER OFFER MEMORANDUM. SEE OFFER
RESTRICTIONS BELOW.
8 November 2017
VATTENFALL AB (publ) ANNOUNCES TER OFFER
Vattenfall AB (publ) (the "Company") announces that it is
inviting Qualifying Holders of its outstanding GBP1,000,000,000
6.875 per cent. Notes due 2039 (ISIN: XS0422688019) (the "Notes")
to submit offers to sell Notes held by such holders to the Company
for cash (the "Tender Offer").
The Tender Offer is made on the terms and subject to the
conditions contained in the Tender Offer Memorandum dated 8
November 2017 (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.
Description of ISIN Outstanding Benchmark Security Purchase Maximum Amount subject
the Notes Nominal Amount Spread Purchase to the Tender
Spread Offer
----------------- ------------- ----------------- --------------------- ----------- ------------ ---------------
GBP1,000,000,000 XS0422688019 GBP1,000,000,000 UKT 4.25 per cent. To be 105 bps Subject as set
6.875 per cent. due 2039 (ISIN: determined out herein, up
Notes due 2039 GB00B3KJDS62) pursuant to
to a GBP250,000,000
modified in aggregate
Dutch nominal amount
auction of Notes
procedure
as set out
herein
----------------- ------------- ----------------- --------------------- ----------- ------------ ---------------
RATIONALE FOR THE TER OFFER
The rationale for the Tender Offer is to optimise the Company's
cost of debt and balance sheet structure. The Company has a strong
liquidity position and therefore is offering to provide investors
liquidity in the Notes through the Tender Offer.
DETAILS OF THE TER OFFER
THE TER OFFER WILL COMMENCE ON 8 NOVEMBER 2017 AND WILL EXPIRE
AT 4.00 P.M. (LONDON TIME) ON 15 NOVEMBER 2017 UNLESS EXTED,
WITHDRAWN, AMED OR TERMINATED AT THE SOLE DISCRETION OF THE
COMPANY.
Notes purchased by the Company pursuant to the Tender Offer will
be cancelled by the Company. Notes which have not been validly
submitted and accepted for purchase pursuant to the Tender Offer
will remain outstanding.
In respect of any Notes validly Offered for Sale and accepted
for purchase by the Company pursuant to the Tender Offer, the
Company will pay a purchase price (the "Purchase Price") determined
at or around 2.00 p.m. (London time) on 16 November 2017 (the
"Pricing Time") in the manner described in the Tender Offer
Memorandum by reference to the sum (annualised) (such sum the
"Purchase Yield") of the Purchase Spread and the Benchmark Security
Rate.
The Purchase Spread will be determined pursuant to a modified
Dutch auction procedure as described in the Tender Offer Memorandum
(the "Modified Dutch Auction Procedure").
Purchase Spread - Modified Dutch Auction Procedure
Under the Modified Dutch Auction Procedure, the Company will
determine, in its sole discretion, following expiration of the
Tender Offer, (i) the aggregate nominal amount of Notes (if any) it
will accept for purchase pursuant to the Tender Offer (such amount,
the "Final Acceptance Amount") and (ii) a single purchase spread
(expressed as a percentage) that it will use in the calculation of
the Purchase Price, taking into account the aggregate nominal
amount of the Notes validly Offered for Sale and the purchase
spreads specified (or deemed to be specified, as set out below) by
tendering Holders.
The Purchase Spread will not be more than 105 bps (the "Maximum
Purchase Spread") and will in any case be the highest spread
(producing the lowest price for the Notes) that will enable the
Company to accept for purchase the Final Acceptance Amount.
The Company reserves the right to determine the Final Acceptance
Amount at its sole and absolute discretion.
The Company currently proposes to accept for purchase pursuant
to the Tender Offer, and accordingly to set the Final Acceptance
Amount at, up to GBP250,000,000 in aggregate nominal amount of the
Notes, subject to (i) the right of the Company, in its sole and
absolute discretion, to accept less than such amount for purchase
pursuant to the Tender Offer and (ii) the right of the Company, in
its sole and absolute discretion, to accept or reject valid Offers
to Sell.
Electronic Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest Amount pursuant to, the
Tender Offer, Holders must validly Offer to Sell their Notes by
delivering, or arranging to have delivered on their behalf, a valid
Electronic Instruction that is received by the Tender and
Information Agent by 4.00 p.m. (London time) on 15 November 2017
(the "Expiration Time").
Electronic Instructions will be irrevocable except in the
limited circumstances described in the Tender Offer Memorandum.
Electronic Instructions relating to the Notes may be submitted
on a "non-competitive" or a "competitive" basis as follows:
-- a Non-Competitive Electronic Instruction is an Electronic
Instruction that either (i) does not specify a purchase spread for
the Notes, or (ii) specifies a purchase spread that is greater than
or equal to the Maximum Purchase Spread. Each Non-Competitive
Electronic Instruction, whether falling within (i) or (ii) above,
will be deemed to have specified the Maximum Purchase Spread for
the relevant Notes; and
-- a Competitive Electronic Instruction is an Electronic
Instruction that specifies a purchase spread that is less than the
Maximum Purchase Spread. Purchase spreads may only be specified in
increments of 1 bp below the Maximum Purchase Spread in such
Competitive Electronic Instruction. In the event that any
Competitive Electronic Instruction specifies a purchase spread that
is not an increment of 1 bp below the Maximum Purchase Spread, the
purchase spread so specified shall be rounded up to the nearest
such increment of 1 bp, and such Competitive Electronic Instruction
shall be deemed to have specified such rounded figure as the
purchase spread.
Each Non-Competitive Electronic Instruction and Competitive
Electronic Instruction must specify the nominal amount of Notes
being offered pursuant to the relevant Electronic Instruction.
The Company is obliged to accept all Notes validly Offered for
Sale pursuant to Non-Competitive Electronic Instructions if it
accepts any Notes validly Offered for Sale pursuant to any
Competitive Electronic Instructions.
Electronic Instructions must be submitted in respect of a
minimum nominal amount of Notes of no less than GBP50,000, being
the minimum denomination of the Notes and may thereafter be
submitted in integral multiples of GBP1,000. A Qualifying Holder
who holds less than GBP50,000 in nominal amount of the Notes would
need to purchase a nominal amount of Notes such that its holding
amounts to at least GBP50,000 before being able to participate in
the Tender Offer.
Acceptance and Scaling
If the Company decides to accept any Notes for purchase pursuant
to the Tender Offer and the aggregate nominal amount of Notes
validly tendered for purchase is greater than the Final Acceptance
Amount, the Company intends to accept for purchase Notes pursuant
to the procedures outlined in this section.
Once the Company has determined the Purchase Spread, the Company
will accept tenders of Notes in the following order:
(a) all Notes validly Offered for Sale pursuant to
Non-Competitive Electronic Instructions will be accepted first,
subject to possible pro-ration in the event that such tenders of
Notes have been made in a greater nominal amount than the Final
Acceptance Amount;
(b) all Notes validly Offered for Sale pursuant to Competitive
Electronic Instructions that specify a purchase spread higher than
the Purchase Spread will be accepted second, subject to possible
pro-ration in the event that such Notes Offered for Sale pursuant
to Competitive Electronic Instructions, when aggregated with all
Notes validly Offered for Sale pursuant to Non-Competitive
Electronic Instructions, result in a greater nominal amount than
the Final Acceptance Amount; and
(c) all Notes validly Offered for Sale pursuant to Competitive
Electronic Instructions that specify purchase spreads equal to the
Purchase Spread will be accepted third, subject to possible
pro-ration in the event that such Notes Offered for Sale pursuant
to Competitive Electronic Instructions, when aggregated with all
tenders of Notes referred to above and accepted for purchase,
result in a greater nominal amount than the Final Acceptance
Amount.
In the event that Notes validly Offered for Sale are to be
accepted on a pro rata basis, each such tender of Notes will be
scaled by a factor (a "Scaling Factor") equal to (i) the Final
Acceptance Amount, less the aggregate nominal amount of the Notes
that have been validly Offered for Sale and accepted for purchase
and are not subject to acceptance on a pro rata basis (if any),
divided by (ii) the aggregate nominal amount of the Notes that have
been validly Offered for Sale pursuant to the Tender Offer and are
subject to acceptance on a pro rata basis (subject to adjustment to
allow for the aggregate nominal amount of Notes accepted for
purchase, following the rounding of tenders of Notes down to the
nearest GBP1,000 in nominal amount, to equal the Final Acceptance
Amount exactly).
In the event of any such scaling, the Company will only accept
valid tenders of Notes subject to scaling to the extent such
scaling will not result in (a) the relevant Holder transferring
Notes to the Company in an aggregate nominal amount of less than
GBP50,000, being the minimum denomination of the Notes or (b) the
relevant Holder's residual amount of Notes (being the nominal
amount of the Notes the subject of the relevant Electronic
Instruction that are not accepted for purchase by virtue of such
scaling) totalling less than the minimum denomination.
Tender Consideration
The Tender Consideration payable on the Settlement Date to a
Qualifying Holder whose Notes are validly Offered for Sale and
accepted for purchase by the Company pursuant to the Tender Offer
will be an amount in pounds sterling equal to the sum of: (i) the
product of (x) the Purchase Price and (y) the aggregate nominal
amount of the Notes accepted for purchase by the Company from such
Qualifying Holder and (ii) the Accrued Interest Amount in respect
of such Notes, rounded, if necessary, to the nearest GBP0.01, with
half a pence being rounded upwards.
Settlement
The Settlement Date for the Tender Offer is expected to be 21
November 2017, subject to the right of the Company to amend or vary
the terms of (including the timetable for) the Tender Offer.
EXPECTED TIMETABLE
Please note the following important dates and times relating to
the Tender Offer. Each is indicative only and is subject to change,
including as a result of any extension, termination, withdrawal or
amendment as set out under "Extension, Termination and Amendment".
Terms used below have the meaning given to them in the Tender Offer
Memorandum.
The anticipated transaction timetable is summarised below:
Events/Dates Times and Dates
Launch Date 8 November 2017
Tender Offer announced.
Clearing System Notices
distributed via the
Clearing Systems and
Tender Offer Memorandum
available to Qualifying
Holders upon request.
Beginning of Tender
Offer Period.
Expiration Time 4.00 p.m. (London time)
on 15 November 2017
Deadline for receipt
by the Tender and Information
Agent of Electronic
Instructions. End of
Tender Offer Period.
Qualifying Holders should
note that Electronic
Instructions must be
submitted in accordance
with the deadlines of
the Clearing System,
which will be before
the Expiration Time.
Announcement of indicative At or before 11.00 a.m.
results of the Tender (London time) on 16
Offer November 2017
Indicative results announcement
indicating (i) the aggregate
nominal amount of Notes
expected to be accepted
for purchase, (ii) the
expected Purchase Spread
and (iii) any indicative
Scaling Factor (if applicable).
Pricing Time At or around 2.00 p.m.
(London time) on 16
November 2017
Determination of the
Benchmark Security Rate,
the Purchase Spread,
the Purchase Yield and
the Purchase Price.
Announcement of the As soon as reasonably
results of the Tender practicable after the
Offer: Pricing Time on 16 November
2017
Announcement of whether
the Company will accept
any Notes for purchase
pursuant to the Tender
Offer and, if so accepted,
the Final Acceptance
Amount, the Purchase
Spread, the Purchase
Yield, the Purchase
Price, the Accrued Interest
Amount and any Scaling
Factor.
Settlement Date Expected 21 November
2017
Settlement of the Tender
Offer.
Payment of Tender Consideration
in respect of Notes
accepted for purchase.
Qualifying Holders are advised to check with any Intermediary
through which they hold their Notes as to the deadlines by which
such Intermediary would require receipt of instructions from
Qualifying Holders to participate in, or (in the limited
circumstances in which revocation is permitted) to revoke their
instructions to participate in, the Tender Offer in accordance with
the terms and conditions of the Tender Offer as described in the
Tender Offer Memorandum in order to meet the deadlines for tender
or, as the case may be, revocation (which will be earlier than the
deadlines set out in the Tender Offer Memorandum) 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 Tender Offer.
Barclays Bank PLC is acting as Dealer Manager in connection with
the Tender Offer and Lucid Issuer Services Limited is acting as
Tender and Information Agent. For detailed terms of the Tender
Offer please refer to the Tender Offer Memorandum which (subject to
distribution restrictions) can be obtained from the Dealer Manager
and the Tender and Information Agent referred to below:
DEALER MANAGER
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
Tel: +44 (0) 20 3134
8515
Attn: Liability Management
Group
Email: eu.lm@barclays.com
THE TER AND INFORMATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 (0) 20 7704 0880
Attn: Victor Parzyjagla
Email: vattenfall@lucid-is.com
THIS ANNOUNCEMENT IS RELEASED BY VATTENFALL AB (publ) AND
CONTAINS INSIDE INFORMATION IN RELATION TO THE NOTES WHICH IS
DISCLOSED IN ACCORDANCE WITH THE MARKET ABUSE REGULATION. FOR
FURTHER INFORMATION, PLEASE CONTACT JOHAN SAHLQVIST, HEAD OF
INVESTOR RELATIONS, VATTENFALL AB (publ).
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 Tender Offer. If any
Qualifying Holder is in any doubt as to the action it should take,
it is recommended to seek its own financial advice, including as to
any tax consequences, from a stockbroker, bank manager, solicitor,
tax advisor, accountant or other appropriately authorised
independent financial adviser. Any Qualifying Holder whose Notes
are held on its behalf by a broker, dealer, bank, custodian, trust
company or other Intermediary must contact such entity if it wishes
to offer Notes in the Tender Offer. None of the Company, the Dealer
Manager or the Tender and Information Agent nor any of their
respective directors, employees, officers, agents or affiliates
expresses any opinion about the merits of the Tender Offer or makes
any recommendation whether Qualifying Holders should offer Notes in
the Tender Offer. None of the Dealer Manager, the Tender and
Information Agent or any of their respective directors, employees,
officers, agents or affiliates makes any representation or
recommendation whatsoever regarding this announcement or the Tender
Offer Memorandum, or takes any responsibility for the contents of
this announcement or the Tender Offer Memorandum.
OFFER RESTRICTIONS
Nothing in this announcement or the Tender Offer Memorandum or
the electronic transmission thereof constitutes an invitation to
participate in the Tender Offer in or from any jurisdiction in or
from which, or to or from any person to or from whom, it is
unlawful to make such invitation 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 this announcement and/or the Tender
Offer Memorandum comes are required by each of the Company, the
Dealer Manager and the Tender and Information Agent to inform
themselves about, and to observe, any such restrictions. In those
jurisdictions that require that the Tender Offer be made by a
licensed broker or dealer and the Dealer Manager or any of its
affiliates is such a licensed broker or dealer in that
jurisdiction, the Tender Offer shall be deemed to be made by the
Dealer Manager or such affiliate, as the case may be, on behalf of
the Company in such jurisdiction.
United States
The Tender Offer is 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 (including, without limitation, facsimile
transmission, telex, telephone, email and other forms of electronic
transmission) of interstate or foreign commerce of, or of any
facilities of a national securities exchange in the United States
or to U.S. persons as defined in Regulation S of the U.S.
Securities Act of 1933, as amended (the "Securities Act") (each a
"U.S. person") and the Notes may not be tendered in the Tender
Offer by any such use, means, instrumentality or facility from or
within the United States, by persons located or resident in the
United States or by U.S. persons.
Accordingly, copies of this announcement, the Tender Offer
Memorandum and any documents or materials related to the Tender
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees, trustees)
in or into the United States or to any persons located or resident
in the United States. Any purported offer to sell in response to
the Tender Offer resulting directly or indirectly from a violation
of these restrictions will be invalid, and offers to sell made by a
person located or resident 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
or any U.S. person will not be accepted.
Each Holder of Notes participating in the Tender Offer 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 Tender Offer from
the United States or it is acting on a non-discretionary basis for
a principal that is not a U.S. person, that is located outside the
United States and that is not giving an order to participate in the
Tender Offer from the United States.
For the purposes of 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 this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offer 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 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 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 is not being made, directly or indirectly, to
the public in the Republic of France. Neither this announcement,
the Tender Offer Memorandum nor any other offering material
relating to the Tender Offer may be distributed to the public in
the Republic of France and only (i) providers of investment
services relating to portfolio management for the account of third
parties (personne fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/ or (ii)
qualified investors (investisseurs qualifiés), other than
individuals, acting for their own account, as defined in and in
accordance with Articles L.411-1, L.411-2 and D.411-1 of the French
Code monétaire et financier are eligible to participate in the
Tender Offer. Neither this announcement, the Tender Offer
Memorandum, nor any other such offering material has been submitted
for clearance to nor approved by the Autorité des marchés
financiers.
Republic of Italy
The Tender Offer has not been notified to Commissione Nazionale
per le Società e la Borsa ("CONSOB") and neither this announcement,
the Tender Offer Memorandum nor any other documents or materials
relating to the Tender Offer and/or to the Notes have been or will
be submitted to the clearance procedure of CONSOB, pursuant to
applicable Italian laws and regulations.
The Tender Offer is being carried out in Italy as an exempted
offer 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 the
CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Qualifying Holders that are located in Italy can tender their
Notes for purchase in the Tender Offer through authorised entities
(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 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB, the Bank of Italy 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 Tender Offer.
Switzerland
Neither this announcement, the Tender Offer Memorandum nor any
other offering or marketing material relating to the Tender Offer
constitutes a prospectus as such term is understood pursuant to
article 652a or article 1156 of the Swiss Federal code of
Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange Ltd. Accordingly, the
investor protection rules otherwise applicable to investors in
Switzerland do not apply to the Tender Offer. If in doubt,
investors based in Switzerland are recommended to contact their
legal, financial or tax adviser with respect to the Tender
Offer.
General
Neither this announcement nor the Tender Offer Memorandum
constitute an offer to buy or the solicitation of an offer to sell
Notes, and tenders of Notes for purchase pursuant to the Tender
Offer will not be accepted from Holders, in any circumstances in
which such offer or solicitation is unlawful.
In addition to the representations referred to above in respect
of the United States, United Kingdom, France, Republic of Italy and
Switzerland, each holder of Notes participating in the Tender Offer
will also be deemed to give certain representations and warranties
in respect of the other jurisdictions referred to above and
generally as set out in the Tender Offer Memorandum. Any Offer to
Sell Notes pursuant to the Tender Offer from a Holder or its
Participant that is unable to make these representations will not
be accepted. Each of the Company, the Dealer Manager and the Tender
and Information Agent reserves the right, in its absolute
discretion, to investigate, in relation to any Offer to Sell Notes,
whether any such representation given by a Holder is correct and,
if such investigation is undertaken and as a result the Company,
the Dealer Manager or the Tender and Information Agent determines
(for any reason) that such representation is not correct, such
Offer to Sell shall not be accepted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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