TIDM96DV
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 TER OFFER
MEMORANDUM.
10 May 2021
VATTENFALL AB (PUBL) ANNOUNCES TER 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 First Call Date Purchase Price Amount subject to
Principal Amount the Offers
SEK3,000,000,000 XS1205627547 SEK3,000,000,000 19 March 2022 102.16 per cent. Any and all
Fixed Rate Capital
Securities
------------- -------------------- ------------------- ----------------- --------------------
SEK3,000,000,000 XS1205625251 SEK3,000,000,000 Interest Payment 101.52 per cent. Any and all
Floating Rate Date falling in
Capital Securities March 2022 (21
March 2022)
------------- -------------------- ------------------- ----------------- --------------------
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 EXTED, WITHDRAWN, AMED 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 As soon as reasonably
Offers 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 DEALER MANAGERS Swedbank AB (publ)
Limited Skandinaviska Enskilda Large Corporates &
Citigroup Centre Banken AB (publ) Institutions
Canada Square Kungsträdgårdsgatan SE-105 34 Stockholm
Canary Wharf 8 Sweden
London E14 5LB SE-106 40 Stockholm Telephone: +46 (0)
United Kingdom Sweden 8 700 92 22
Telephone: +44 (0) 20 Telephone: +46 (0) 8 Attn: Syndicate
7986 8969 506 231 31 Email: syndicate@swedbank.se
Attn: Liability Management Attn: Liability Management
Group Email: liabilitymanagementdcm@seb.se
Email: liabilitymanagement.europe@citi.com
THE TER 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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