Eesti Energia AS Termination of Tender Offer announced 16 May 2022 (6402M)
24 Mai 2022 - 3:00PM
UK Regulatory
TIDM96DB
RNS Number : 6402M
Eesti Energia AS
24 May 2022
Deutsche Bank announces termination of its Tender Offer for
Eesti Energia Aktsiaselts' EUR500,000,000 2.384 per cent. Notes
due 2023
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 (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 OR THE
DISTRICT OF COLUMBIA (the United States) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT
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 (EUWA)
24 May 2022. Further to the announcement dated 16 May 2022,
Deutsche Bank Aktiengesellschaft (the Offeror) announces today that
it has terminated its invitation to holders of the outstanding
EUR500,000,000 2.384 per cent. Notes due 2023 (ISIN: XS1292352843)
(the Notes) of Eesti Energia Aktsiaselts (the Company) to tender
their Notes for purchase by the Offeror for cash (such invitation,
the Offer).
The purchase of Notes in the Offer was subject to the
satisfaction of the New Issue Condition on or prior to the Tender
Offer Settlement Date. The Company has today decided to postpone
the issue of its previously announced New Notes, and therefore the
New Issue Condition is not expected to be satisfied. In accordance
with the terms and conditions of the Offer, the Offeror has
therefore taken the decision to terminate the Offer today and
consequently will not accept any tenders of Notes for purchase. For
the avoidance of doubt, the Purchase Price and the Accrued Interest
will not be paid or become payable. Any Notes in respect of which
Tender Instructions have been submitted prior to this announcement
will be unblocked in the relevant account in the relevant Clearing
System.
The Offer was made on the terms and subject to the conditions
contained in the Tender Offer Memorandum dated 16 May 2022 (the
Tender Offer Memorandum) . Capitalised terms used but not otherwise
defined in this announcement shall have the meanings given to them
in the Tender Offer Memorandum.
BNP Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability
Management Group; Email: liability.management@bnpparibas.com);
Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 8011;
Attention: Liability Management Group); and Skandinaviska Enskilda
Banken AB (publ) (Telephone: +358 40 585 7898; Attention: Liability
Management Group; Email: SEBLiabilityManagement@seb.se) acted as
Dealer Managers and Citibank, N.A. (Telephone: +44 20 7508 3867;
Attention: Exchange Team; Email: citiexchanges@citi.com) acted as
Tender Agent.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. No offer or invitation to acquire or
sell any securities is being made pursuant to this announcement.
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement or the Tender Offer
Memorandum comes are required by the Offeror, the Company, the
Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions.
This announcement is made by the Company 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 UK domestic law by
virtue of the EUWA (UK MAR), encompassing information relating to
the Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by
Andri Avila, Chief Financial Officer and Member of the Management
Board at the Company.
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END
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