TIDM96DV
RNS Number : 1176Z
Vattenfall AB
19 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.
19 May 2021
VATTENFALL AB (PUBL) ANNOUNCES AMMENTS TO THE TER OFFERS
Vattenfall AB (publ) (the "Company") announces today, with
reference to the tender offers described in the tender offer
memorandum dated 10 May 2021 (the "Tender Offer Memorandum") in
respect 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") (each such invitation an
"Offer" and together the "Offers"), that the aggregate principal
amount of Capital Securities to be accepted in the Offers is
expected to be equal to the aggregate principal amount of New
Capital Securities to be issued by the Company, subject to the
right of the Company to increase or decrease such amount in its
sole and absolute discretion (the "Maximum Acceptance Amount"). The
Company further announces that the Expiration Time has been
extended to 5.00 p.m. (CEST) on 24 May 2021 and that Qualifying
Holders who have submitted valid Tender Instructions on or prior to
the date and time of this announcement have the right to revoke
such Tender Instructions until the Revocation Deadline (as defined
below).
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. Up to the Maximum
Fixed Rate Capital Acceptance Amount
Securities
------------- -------------------- ------------------- ----------------- --------------------
SEK3,000,000,000 XS1205625251 SEK3,000,000,000 Interest Payment 101.52 per cent.
Floating Rate Date falling in
Capital Securities March 2022 (21
March 2022)
------------- -------------------- ------------------- ----------------- --------------------
The Offers were made on the terms and subject to the conditions
contained in the Tender Offer Memorandum and this announcement
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.
Qualifying Holders who have previously delivered valid Tender
Instructions do not need to redeliver such Tender Instructions or
take any other action in response to this announcement in order to
tender their Capital Securities pursuant to the relevant Offer.
Maximum Acceptance Amount
The Maximum Acceptance Amount is expected to be equal to the
aggregate principal amount of New Capital Securities to be issued
by the Company with such amount to be announced as soon as
reasonably practicable following the pricing of the New Capital
Securities.
Pro-Ration
The Company proposes to accept for purchase Capital Securities
across both Series with an aggregate principal amount of up to the
Maximum Acceptance Amount.
The Company will determine the allocation of the aggregate
principal amount accepted for purchase pursuant to the Offers among
each Series (the "Series Acceptance Amounts" and each, a "Series
Acceptance Amount") in its sole discretion.
If the Company accepts validly tendered Capital Securities of
any Series for purchase pursuant to the Offers and the aggregate
principal amount of the Capital Securities of such Series validly
tendered for purchase pursuant to the Offers exceeds the Series
Acceptance Amount for that Series, the Company will accept the
Capital Securities of such Series for purchase on a pro-rata basis
such that the aggregate principal amount of the Capital Securities
of such Series accepted for purchase is equal to such Series
Acceptance Amount.
In the circumstances described in this announcement in which
Capital Securities of a Series validly tendered pursuant to the
Offers are to be accepted on a pro-rata basis, such Offers to Sell
in respect of such Capital Securities will be scaled by a factor (a
"Pro-Ration Factor") equal to: (i) the Series Acceptance Amount;
divided by (ii) the aggregate principal amount of the Capital
Securities of such Series that have been validly tendered (subject
to any adjustments following the rounding of tenders of Capital
Securities, as described below).
Each Offer to Sell that is scaled will be rounded down to the
nearest SEK10,000 . In addition, in the event of any such
pro-ration, the Company intends to apply such pro-rata scaling to
each Offer to Sell in such a manner as will result in both (a) the
relevant Qualifying Holder transferring Capital Securities to the
Company in an aggregate nominal amount of at least of SEK1,000,000,
being the minimum denomination of the Capital Securities and (b)
the relevant Qualifying Holder's residual amount of Capital
Securities of the relevant Series (being the nominal amount of the
Capital Securities the subject of the relevant Tender Instruction
that are not accepted for purchase by virtue of such scaling)
amounting to either (i) at least the minimum denomination of the
relevant Series or (ii) zero, and the Company therefore intends to
adjust the relevant Pro-Ration Factor applicable to any relevant
Tender Instruction accordingly.
Revocation Rights
If a Qualifying Holder that has already submitted valid Tender
Instructions on or prior to the date and time of this announcement
no longer wishes to participate in the relevant Offer then it may
revoke such instructions up until 5.00 p.m. (CEST) on 24 May 2021
(the "Revocation Deadline").
Any Qualifying Holder wishing to exercise any right of
revocation should do so by delivering, or arranging to have
delivered on their behalf, an electronic revocation instruction
directly to the Clearing System where the Capital Securities are
held in accordance with the applicable procedures of such Clearing
System, indicating the Qualifying Holder's intention to revoke its
Offer to Sell, to be received by the Tender Agent prior to the
deadline for revocation.
Qualifying Holders who wish to revoke their Tender Instruction
are advised to check with any Intermediary through which they hold
their Capital Securities as to the deadline for receipt by such
Intermediary of instructions to revoke any Offer to Sell in order
to allow sufficient time for transmission of the revocation
instruction to the Tender Agent by the Revocation Deadline.
For the avoidance of doubt, any Qualifying Holder who does not
exercise any such right of revocation in the circumstances and in
the manner specified above by the Revocation Deadline shall be
deemed to have waived such right of revocation and its original
Tender Instruction will remain effective in respect of the Offers
as amended.
Amended Timetable
The amended 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.
Pricing Time On or before the Expiration
Time
Pricing of the New Capital Securities.
Announcement of the Maximum Acceptance
Amount will be as soon as reasonably
practicable thereafter.
Revocation Deadline 5.00 p.m. (CEST) on 24
May 2021
Deadline for receipt by the Tender
Agent of revocation instructions of
previously submitted Tender Instructions.
Expiration Time 5.00 p.m. (CEST) on 24
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 25 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
(i) the aggregate principal amount
of Capital Securities so accepted
for purchase and (ii) the Pro-Ration
Factors (if any).
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 further 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.
Save as set out in this announcement the terms of the Offers,
including the relevant Purchase Prices, remain unchanged and are as
described in the Tender Offer Memorandum.
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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