NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA OR TO ANY U.S. PERSON, OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.
6 August 2024
Genel Energy plc
Announcement of bond buy-back offer
to bondholders
Genel Energy Holding Company Limited (the ‘Company’) is
hereby announcing a reverse tender offer (the ‘Buy-Back Offer’) to
holders of Genel Energy 4 Finance plc’s (the ‘Issuer’) USD 300
million senior unsecured callable bonds with ISIN NO0010894330 (the
‘Bonds’). All bondholders, subject to legal constraints, are
invited to offer Bonds to the Company, being the sole shareholder
of the Issuer and guarantor of the Bonds. The Company intends to
select one price (the ‘Maximum Accepted Price’) and buy Bonds
offered at and below this Maximum Accepted Price at the price
offered by each bondholder.
The Company is targeting around USD 25 million or more in
nominal value of Bonds for cash management purposes. The Company
retains the full discretion to adjust the buy-back
volume.
The Buy-Back Offer will commence at 0900 CET on Tuesday 6
August, 2024 and will expire at 1500 CET on Tuesday 20 August,
2024. Prior to 0900 CET on Wednesday 21 August, 2024, the Company
will determine the Maximum Accepted Price and consequently the
total amount of Bonds to be purchased. The Company may, in its sole
discretion, waive, amend, extend, accelerate, terminate or withdraw
the Buy-Back Offer at any time. Information regarding any such
amendments will be published under the Issuer’s ticker on
www.newsweb.no,
the information service of the Oslo Stock Exchange, and
www.stamdata.no, the information service of the bond trustee
for the Bonds, Nordic Trustee AS. Cash settlement for the Bonds,
including accrued interest, is expected to occur on Friday 23
August 2024.
The Company will only accept offers from a bondholder or
beneficial owner of the Bonds (or any person acting as agent,
custodian, fiduciary or in another intermediary capacity for a
bondholder or beneficial owner) who is not a U.S. person (as such
term is defined pursuant to Regulation S under the US Securities
Act of 1933, as amended (the ‘Securities Act’)) and who is outside
the United States.
The Company has retained Pareto Securities as broker to
manage the Buy-Back Offer. Eligible bondholders may provide offers
for sale of all or a portion of their Bonds through submission of
the bondholders offer form (the ‘Bondholders Offer Form’) no later
than at 15:00 CET on 20 August, 2024. The terms of the Buy-Back
Offer and the Bondholders Offer Form will be published on
www.stamdata.no or can be obtained by contacting Pareto
Securities on +47 2287 8748.
-ends-
For further information, please contact:
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Genel Energy
Luke Clements
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+44 20 7659 5100
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Notes to editors:
Genel Energy is a socially responsible oil producer listed on
the main market of the London Stock Exchange (LSE: GENL, LEI:
549300IVCJDWC3LR8F94), with an asset portfolio that positions us
well for a future of fewer and better natural resources projects.
Genel has low-cost and low-carbon production from the Kurdistan
Region of Iraq, and continues to seek opportunities to add new
resilient and cash-generative assets to its portfolio. For further
information, please refer to www.genelenergy.com.
DISCLAIMER
The distribution of the Buy-Back Offer in certain
jurisdictions may be restricted by law. Persons into whose
possession the Buy-Back Offer comes are required by the Company and
the Manager for the Buy-Back Offer to inform themselves about, and
to observe, any such restrictions.
United States
The Buy-Back Offer is not being 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 any
facilities of a national securities exchange of, the United States
of America, its territories and possessions, any State of the
United States and the District of Columbia (the ‘United States’),
and the Buy-Back Offer will not be capable of acceptance by any
such means, instrumentality or facility. This includes, but is not
limited to, facsimile transmission, internet delivery, email, telex
and telephones. The Buy-Back Offer is not being made to any U.S.
person (as such term is defined pursuant to Regulation S under the
US Securities Act of 1933, as amended (the ‘Securities Act’)).
Copies of this document and any related offering documents are not
being, and must not be, directly or indirectly mailed, emailed or
otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to any persons located or resident in the United
States and may not be electronically accessed by U.S. persons or
from the United States. Any purported acceptance of the Buy-Back
Offer or other offer or agreement to sell Bonds in the Buy-Back
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid, and any purported acceptance of the
Buy-Back Offer and any other offer and/or agreement to sell Bonds
that is post-marked in or otherwise dispatched from, evidences the
use of any means or instrumentality of interstate or foreign
commerce of the United States or is made by a person appearing or
otherwise believed by the Company to be 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 will be invalid and will not be
accepted.
The Company will only accept offers with respect to the Bonds
from a Bondholder or beneficial owner of the Bonds (or any person
acting as agent, custodian, fiduciary or other intermediary
capacity for a bondholder or beneficial owner) who is not a U.S.
person and who is outside the United States. Each person
participating in the Buy-Back Offer will represent that it or any
beneficial owner of the Bonds or any person on whose behalf such
person is acting is not a U.S. person or a resident and/or located
in the United States and will not be resident and/or located in the
United States at the time of the submission of its offer pursuant
to the Buy-Back Offer.
United Kingdom
The information contained in this Buy-Back Offer does not
constitute an invitation or inducement to engage in investment
activity within the meaning of the United Kingdom Financial
Services and Markets Act 2000 (‘FSMA’). In the United Kingdom, this
announcement is being distributed only to, and is directed only at
(i) persons who have professional experience, knowledge and
expertise in matters relating to investments and are ‘investment
professionals’ for the purposes of Article 19(5) of the FSMA
(Financial Promotions) Order 2005 (the ‘FPO’), (ii) persons who are
certified high net worth individuals for the purposes of Article 48
of the FPO or (iii) any other persons to whom it may otherwise
lawfully be made under the FPO (all such persons together being
referred to as ‘relevant persons’). This announcement and the
Buy-Back Offer is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant
persons.
General
This announcement is neither an offer to purchase nor the
solicitation of an offer to sell any of the securities described
herein, nor shall there be any offer or sale of such securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful. The Buy-Back Offer is made solely pursuant to the
Buy-Back Offer dated 6 August, 2024.
This announcement must be read in conjunction with the
Buy-Back Offer. This announcement and the Buy-Back Offer contain
important information which should be read carefully before any
decision is made with respect to the Buy-Back Offer. If any
bondholder is in any doubt as to the action it should take, it is
recommended that such bondholder seek its own financial and legal
advice, including as to any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other
independent financial or legal adviser. Any individual or company
whose Bonds are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to offer Bonds in the Buy-Back
Offer. None of the Company or the Manager makes any recommendation
as to whether bondholders should participate in the Buy-Back
Offer.
This announcement contains forward-looking statements and
information that is necessarily subject to risks, uncertainties,
and assumptions. No assurance can be given that the transactions
described herein will be consummated or as to the terms of any such
transactions. The Company assumes no obligation to update or
correct the information contained in this announcement.