TIDM46MR
RNS Number : 9962R
Floene Energias, S.A.
06 March 2023
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF
AMERICA OR THE DISTRICT OF COLUMBIA OR IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
6 March 2023
FLOENE ENERGIAS, S.A. ANNOUNCES FINAL RESULTS OF A TENDER OFFER
FOR ITS OUTSTANDING EUR 600,000,000 1.375 PER CENT. NOTES DUE 19
SEPTEMBER 2023 (ISSUED BY THE OFFEROR UNDER ITS FORMER NAME, GALP
GÁS NATURAL DISTRIBUIÇÃO, S.A.)
(ISIN: PTGGDAOE0001)
Floene Energias, S.A. (the "Offeror") today announces the final
results of its invitation to holders of its outstanding EUR
600,000,000 1.375 per cent. Notes due 19 September 2023 (issued by
the Offeror under its former name, Galp Gás Natural Distribuição,
S.A.) (ISIN: PTGGDAOE0001) (the "Notes") to tender their Notes for
purchase by the Offeror for cash, subject to applicable law and
regulation and the offer and distribution restrictions and the
satisfaction or waiver of the New Financing Condition (as defined
in the tender offer memorandum dated 27 February 2023 (the "Tender
Offer Memorandum")) and the other terms and conditions described in
the Tender Offer Memorandum (such invitation, the "Offer").
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Tender
Offer Memorandum.
The Expiration Time for the Offer was 4.00 p.m. (London time) on
3 March 2023.
The Offeror hereby announces that, subject to the satisfaction
(or waiver) of the New Financing Condition on or prior to the
Settlement Date, it has determined that it will accept for
purchase, subject to the terms and conditions set out in the Tender
Offer Memorandum and at the Purchase Price, Notes validly tendered
pursuant to the Offer, on a pro rata basis, in an aggregate nominal
amount of EUR 180,000,000 (the "Maximum Acceptance Amount"). The
Offeror further announces that the Scaling Factor will be as set
out in the table below. Notes accepted for purchase and pro-rated
in accordance with the Scaling Factor will be rounded down to the
nearest EUR 100,000 in accordance with the terms and conditions set
out in the Tender Offer Memorandum.
Description of the Notes ISIN Purchase Price Accrued Interest Scaling Factor Aggregate
nominal amount
of Notes
accepted for
purchase
EUR 600,000,000 1.375
per cent. Notes due 19
September 2023 (issued
by the Offeror under 99.45 per cent.,
its equal to EUR
former name, Galp 99,450 per EUR EUR 644.18 per
Gás Natural 100,000 in EUR 100,000 in
Distribuição, nominal amount nominal amount
S.A.) PTGGDAOE0001 of Notes of Notes 49.33 per cent. EUR 180,000,000
-------------- ----------------- ------------------ ----------------- -----------------
Notes purchased by the Offeror pursuant to the Offer will be
cancelled by the Offeror. Following such cancellation, the
aggregate nominal amount of Notes outstanding after the Settlement
Date will be EUR 420,000,000. Notes which have not been accepted
for purchase by the Offeror pursuant to the Offer will remain
outstanding.
Subject to the satisfaction (or waiver) of the New Financing
Condition, payment of the Tender Consideration in respect of the
Notes will occur on the Settlement Date for the Offer which is
expected to be 9 March 2023.
DEALER MANAGERS
Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander, S.A.
44th Floor 2 Triton Square
One Canada Square Regent's Place
London E14 5AA London NW1 3AN
United Kingdom United Kingdom
Attention: Liability Management Attention: Liability Management
Email: liabilitymanagement@bbva.com Email: liabilitymanagement@santandercib.co.uk
THE TENDER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Thomas Choquet / Jacek Kusion
Email: floene@is.kroll.com
Website: https://deals.is.kroll.com/floene
This announcement is released by Floene Energias, S.A. 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,
as amended (" UK MAR "), encompassing information relating to the
Offer, as described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by
Pedro Doutel, Chief Financial Officer and Member of the Executive
Board of the Offeror.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. If any Noteholder 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, regulatory and tax advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, regulatory, tax or legal
adviser.
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 Offeror, the
Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions. Neither this announcement
nor the Tender Offer Memorandum constitutes an offer to buy or the
solicitation of an offer to sell Notes or an invitation to
participate in the Offer.
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END
TENEAPDKESNDEEA
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