TIDMSF22
RNS Number : 0707U
PJSC National Power Co. Ukrenergo
28 July 2022
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER
TO SELL OR RECOMMATION TO PURCHASE THE SECURITIES REFERRED TO IN
THIS ANNOUNCEMENT OR ANY OTHER SECURITIES IN THE UNITED STATES OR
ANY OTHER JURISDICTION. THE CONSENT SOLICITATION IS NOT BEING MADE,
AND THIS ANNOUNCEMENT SHALL NOT BE RELEASED, PUBLISHED OR
DISTRIBUTED, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN,
ANY JURISDICTION IN WHICH SUCH SOLICITATION OF CONSENTS IS NOT IN
COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION AND IN
WHICH IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT OR THE CONSENT SOLICITATION MEMORANDUM (AS DEFINED
BELOW).
28 July 2022
ANNOUNCEMENT of Consent Solicitation
by
PRIVATE JOINT STOCK COMPANY "NATIONAL POWER COMPANY "UKRENERGO"
("Ukrenergo")
in respect of
U.S.$825,000,000 6.875 per cent. Guaranteed
Sustainability-Linked Green Notes due 2026, issued by Ukrenergo
(Regulation S ISIN: XS2404309754, Common Code: 240430975; Rule 144A
ISIN: US63718LAA26, CUSIP: 63718LAA2) (the "Securities")
Ukrenergo announced today a solicitation of consents (the
"Consent Solicitation") of holders of the Securities (the
"Holders") to consider, and if thought fit, to pass a Multiple
Series Two Limb Written Resolution as defined in and pursuant to
Condition 12(d) (Multiple Series Aggregation - Two limb voting) of
the Conditions (the "Written Resolution") to approve the Proposed
Modifications (as defined and set out below) (the "Proposal").
This announcement does not contain the full terms and conditions
of the Consent Solicitation, which are contained in the consent
solicitation memorandum dated 28 July 2022 (the "Consent
Solicitation Memorandum") prepared by Ukrenergo. Eligible Holders
(as defined below) may obtain a copy of the Consent Solicitation
Memorandum via the Consent Website
https://projects.morrowsodali.com/Ukrenergo operated by Morrow
Sodali Limited (the "Information and Tabulation Agent"), the
contact details for which are set out below. In order to receive a
copy of the Consent Solicitation Memorandum, a Holder will be
required to provide certain confirmations as to his or her status
as an Eligible Holder. Holders are advised to read the Consent
Solicitation Memorandum carefully. Terms used and not defined in
this announcement have the meanings given to such terms in the
Consent Solicitation Memorandum.
The Consent Solicitation will expire at 5:00 p.m., New York City
time, on 9 August 2022 (such time and date, as the same may be
extended or earlier terminated, the "Expiration Time"). Ukrenergo
reserves the right to, in its sole discretion, waive or modify any
term of, or to terminate, the Consent Solicitation for any reason
prior to the Expiration Time.
Background and Purpose of the Consent Solicitation
Ukraine has been invaded by the armed forces of the Russian
Federation and is a country at war. Since 24 February 2022, Russia
has conducted a campaign of military attacks by sea, air and land
across Ukraine, targeting essential civilian and industrial
infrastructure and residential areas as well as military sites.
Towns and cities across Ukraine have been, and continue to be,
subjected to indiscriminate and intensive bombardment by Russian
armed forces. Substantial areas of Ukrainian territory are under de
facto temporary occupation by Russian armed forces. The armed
forces of Ukraine are resisting the invasion.
The broad scale and intensity of Russia's unprovoked attack,
unprecedented in Europe since the end of World War II, has created
an enormous economic, humanitarian and refugee crisis in Ukraine.
The Government, including the Parliament, continues to fulfil its
normal functions notwithstanding the war, although martial law is
in force across the country.
The Russian invasion of Ukraine poses extraordinary risks to
Ukraine's economic, financial and social fabric and to its
territorial integrity. The disruption to fiscal cash flows and
increased demands on government resources caused by the war has
created unprecedented liquidity pressures and debt servicing
difficulties for the Government. It has been a continuous challenge
finding adequate funding sources for Ukraine to cover critical
defence, social and humanitarian costs, and to begin planning for
post-war reconstruction of the country.
In the context of managing Ukraine's public external debt
obligations and liquidity pressure, Ukraine, the guarantor of the
Securities, is currently seeking the consent of holders of (i) its
outstanding eurobonds (the "Eurobonds") pursuant to a separate
consent solicitation (the "Eurobond Consent Solicitation") as set
out in a consent solicitation memorandum dated 20 July 2022, as
amended on 22 July 2022 (the "Eurobond Consent Solicitation
Memorandum") to certain proposed modifications to the terms and
conditions of the Eurobonds (the "Eurobonds Proposed
Modifications") and (ii) its U.S.$ 3,239,320,000 GDP-linked
Securities (the "GDP-linked Securities"), pursuant to a separate
consent solicitation (the "GDP-linked Securities Consent
Solicitation") as set out in a separate consent solicitation
memorandum dated 20 July 2022, as amended on 22 July 2022 (the
"GDP-linked Securities Consent Solicitation Memorandum") to certain
proposed modifications to the terms and conditions of the
GDP-linked Securities. The Eurobond Consent Solicitation Memorandum
and the GDP-linked Securities Consent Solicitation Memorandum may
be obtained from the consent websites operated by the Information
and Tabulation Agent: https://projects.morrowsodali.com/Ukraine and
https://projects.morrowsodali.com/Ukrainewarrants,
respectively.
As a result of the Russian invasion, the Ukrainian electricity
industry witnessed a substantial performance drop, with electricity
consumption declining by approximately 30 per cent. compared to the
pre-war levels, driven by the temporary occupation of a part of the
Ukrainian territory, over five million Ukrainians leaving the
country since the onset of the hostilities, as well as the
suspension or slowdown of operating activities by many businesses
throughout Ukraine. In addition, Ukrenergo's cash collection rates
have also dropped, with approximately 50 per cent. of invoices paid
for transmission services and approximately 22 per cent. of
invoices paid for dispatching services in June 2022, compared to
approximately 93 per cent. and 94 per cent., respectively, in
January 2022, before the invasion. This has had a direct impact on
Ukrenergo's financial performance.
A share of Ukrenergo's assets is located in temporarily
uncontrolled territory of Ukraine, comprising about 20 per cent.
based on their carrying value and about 15 per cent. based on the
length of transmission lines and the number of electricity
substations. Some of these assets have been disconnected from
Ukraine's energy system, making it impossible to assess the status
of these assets due to lack of access. The percentage of destroyed
or damaged assets of the Group as a result of hostilities and
missile strikes (where such impact can be registered by Ukrenergo)
does not exceed 5 per cent. of the total carrying amount of
Ukrenergo's assets. Ukrenergo's repair crews and contractors
continue repairing impacted electricity infrastructure and other
assets, and the Group has already repaired 100 per cent. of the
main electricity networks damaged by shelling in deoccupied
territories of northern Ukraine.
Ukrenergo, being the national power company responsible for the
operational and technological control functions of the Integrated
Power System of Ukraine, faces unprecedented challenges in
maintaining and rebuilding the country's power network at this time
of war, as well as ensuring Ukraine's integration into the energy
network of continental Europe, ENTSO-E, and expanding Ukraine's
export and import capabilities.
Ukrenergo is requesting that Holders approve the Proposed
Modifications on substantially similar terms as those proposed by
Ukraine, the Guarantor under the Securities, in connection with its
Eurobond Consent Solicitation.
The Proposal provides Ukrenergo with relief from liquidity
outflows in connection with debt service obligations under the
Securities for twenty-four months, enabling it to focus its
available financial resources on necessary efforts to rebuild and
maintain the power network in Ukraine. Given the large amounts of
emergency budget support currently being provided by Ukraine's
international partners to enable the Government to finance its core
responsibilities, Ukrenergo believes it is no longer appropriate or
sustainable for it to continue servicing external debt by making
cash payments. At this time of crisis, it is key for Ukrenergo to
preserve liquidity and prioritise expenditures vital for the
security of the Integrated Power System of Ukraine, the
uninterrupted performance of the functions of the transmission
system operator and integration into ENTSO-E.
Ukrenergo is also requesting that Holders approve certain
changes related to the sustainability-linked elements of the
Securities. Some of the Group's (as defined below) fixed assets
were damaged or destroyed because of Russian hostilities and
missile strikes. In addition, part of the Group's network of
transmission lines and substations is located in the temporarily
occupied territories and has been disconnected from the energy
system. It is not possible to assess the status of these assets due
to lack of access to them, and the Group cannot obtain economic
benefit from them. Therefore , Ukrenergo is no longer able to
collect reliable data to comply with its reporting obligations and
no longer has visibility as to whether it would be able to stay on
track to satisfy either or both of the Renewable Energy Installed
Capacity Condition and the Renewable Energy Installed Capacity
Percentage Condition (each as defined in the Conditions) by 31
December 2024 as currently envisaged by the Conditions.
Furthermore, the war has already had and will no doubt continue
to have a detrimental impact on the Renewable Energy Installed
Capacity and Total Installed Capacity (each as defined in the
Conditions). In addition, while it is difficult to assess and
forecast the war's impact on the growth of the renewable energy
sector in Ukraine, it is already clear that it will not be able to
develop at the pace forecasted before the war, and a number of
renewable projects initially planned might not materialise within
the originally envisaged periods of time or at all. Current
Adjustment Events in the Conditions do not allow Ukrenergo to
adjust the Renewable Energy Installed Capacity Threshold and the
Renewable Energy Installed Capacity Percentage Threshold (each as
defined in the Conditions) to reflect the impact of war. Therefore,
Ukrenergo, is requesting that Holders approve the deferral of the
reporting and testing dates and the introduction of a war-related
Adjustment Event, without any minimum required net change
threshold. The war-related Adjustment Event will allow Ukrenergo to
adjust not only for the potential loss of Renewable Energy
Installed Capacity in the country, but also importantly the
inability of Ukrenergo and Ukraine to pursue the renewable energy
expansion strategy as was originally envisaged before the war.
Summary of the Consent Solicitation and the Proposal
Pursuant to the Consent Solicitation, as more fully described in
the Consent Solicitation Memorandum, Ukrenergo is soliciting the
consent of Holders to amend the terms of the Conditions of the
Securities to approve, among other things, the matters set out
below by the Written Resolution (the "Proposed Modifications"):
1. defer the maturity date to 9 November 2028 (the "Deferred Maturity Date");
2. defer to the Deferred Interest Payment Date (as defined
below), any interest payment in respect of the Securities (the
"Interest Deferral" and together with the maturity date deferral
set out in paragraph (1) above, the "Deferral") falling due from
(and including) 9 November 2022 to (but excluding): (i) 9 November
2024, or (ii) any earlier date notified to Holders (in accordance
with Condition 14 (Notices) on which the Deferred Interest (as
defined below) is paid in full in relation to the Securities (such
date, the "Deferred Interest Payment Date" and such period, the
"Deferral Period"), without any grace period applicable
thereafter.
Any interest payment not paid on any Interest Payment Date
falling during the Deferral Period shall itself bear interest at
the applicable fixed rate (together, the "Deferred Interest").
Deferred Interest shall be paid on the Deferred Interest Payment
Date upon the expiry of the Deferral Period, provided that
Ukrenergo has the right to (i) partially prepay the Deferred
Interest at any time during the Deferral Period and (ii) instead of
paying the Deferred Interest on the Deferred Interest Payment Date,
on and effective as of the Deferred Interest Payment Date, increase
the aggregate principal amount of the Securities outstanding
through the issuance of further Securities in the amount equal to
the remaining Deferred Interest (the "Additional Securities"),
following which the Securities will bear interest at the Rate of
Interest on such increased aggregate principal amount from and
including the Deferred Interest Payment Date;
3. amend Condition 3(c) (Renewable Energy Reporting; Trigger
Event; Threshold Adjustment) such that (i) the relevant testing and
reporting dates for the Renewable Energy Installed Capacity and the
Renewable Energy Installed Capacity Percentage (each as defined in
the Conditions) shall each be deferred by a period of twenty-four
months, (ii) the Step-Up Coupon Date (as defined in the Conditions)
shall be deferred by twenty-four months, to 9 May 2027 and (iii)
the definition of Adjustment Event (as defined in the Conditions)
allows Ukrenergo to adjust the Renewable Energy Installed Capacity
Threshold and/or the Renewable Energy Installed Capacity Percentage
Threshold to account for the impact of the war, including the
Russian invasion;
4. waive any breach or any alleged breach whatsoever of any
obligation, or any default or any alleged default whatsoever, under
or in respect of the Securities, the Conditions, the Deed of
Covenant, the Agency Agreement or the Deed of Guarantee that may
occur or may be capable of occurring by the threat of, in
anticipation of, in connection with, or as a result of, the
Deferral ;
5. amend each of Condition 8(c) ( Indebtedness) and Condition
8(e) (Moratorium) of the Conditions such that they exclude any
default or breach in relation to any failure by Ukraine to pay any
interest, principal or any other amounts due on, or a suspension of
payments on (as applicable), (i) any series of Eurobonds for which
the Requisite Consents are obtained and accepted at or prior to the
Expiration Time in each case during the relevant Deferral Period
(each as defined in the Eurobond Consent Solicitation Memorandum)
and (ii) any series of Eurobonds for which the Requisite Consents
are not obtained at or prior to the Expiration Time (each as
defined in the Eurobond Consent Solicitation Memorandum) ; and
6. all other such modifications to the Conditions, the Deed of
Covenant, the Agency Agreement or the Deed of Guarantee as are
necessary for or expedient to effect the Deferral and the
amendments, waivers and authorisations set out in paragraphs (1),
(2), (3), (4) and (5) above.
Condition 12(a)(ix) of the Conditions allows for the Securities
to be aggregated with other debt securities of Ukraine, the
guarantor of the Securities, for purposes of passing the Written
Resolution. Pursuant to Condition 12(a)(ix) of the Conditions, the
consents of eligible holders of Eurobonds in relation to the
relevant written resolutions to approve the Eurobond Proposed
Modifications shall be counted for the purposes of determining
whether the Requisite Consents (as defined below) have been reached
in relation to the Written Resolution of Ukrenergo, provided that
the relevant Requisite Consents (as defined in the Eurobond Consent
Solicitation Memorandum) have been reached in relation to the
Eurobond Proposed Modifications, the Eligibility Condition (as
defined in the Eurobond Consent Solicitation Memorandum) has been
satisfied, the Cross Condition (as defined in the Eurobond Consent
Solicitation Memorandum) has been satisfied or waived by Ukraine
and such Eurobond Proposed Modifications have become effective as
further described in the Eurobond Consent Solicitation Memorandum.
By submitting a Consent, Holders acknowledge and agree that for the
purposes of the Consent Solicitation, the consents of Eligible
Holders (as defined in the Eurobond Consent Solicitation
Memorandum) of Eurobonds in relation to the Eurobond Proposed
Modifications shall be counted for the purposes of determining
whether the Requisite Consents have been reached in relation to the
Written Resolution, subject to conditions described above.
The Proposed Modifications will become effective with respect to
the Securities only if (i) valid Consents from (x) holders of at
least 662/3 per cent. of the aggregate principal amount of all the
Eurobonds and Securities outstanding at the Record Date (taken in
aggregate) and (y) Holders of more than 50 per cent. of the
aggregate principal amount of the Securities outstanding at the
Record Date (together, the "Requisite Consents"), subject to
re-designation (as set forth below), have been validly delivered
prior to the Expiration Time and accepted pursuant to the terms of
the Consent Solicitation Memorandum, (ii) the Eligibility Condition
(as defined below) has been satisfied, (iii) the other conditions
described in the Consent Solicitation Memorandum have been either
satisfied or waived by Ukrenergo (in its sole discretion), and (iv)
upon execution of the Amendment Documents.
The eligibility condition to the effectiveness of the Written
Resolution, if passed, will be satisfied if the Requisite Consents
for the Written Resolution is satisfied by Eligible Holders only,
irrespective of any participation by Ineligible Holders (the
"Eligibility Condition").
For the avoidance of doubt, consents to the Eurobond Proposed
Modifications pursuant to the Eurobond Consent Solicitation are
being taken into account for purposes of determining whether
holders of at least 66(2) (3) per cent. of the aggregate principal
amount of all Eurobonds and Securities outstanding at the Record
Date, taken together, have consented to the Eurobond Proposed
Modifications and the Proposed Modifications, as applicable,
pursuant to Condition 12(a)(ix) of the Conditions, provided,
however, that no such consent provided by a holder of Eurobonds
will be taken into account unless the Eurobond Proposed
Modifications are effective.
For the avoidance of doubt, if Ukraine re-designates the series
of Eurobonds that shall be aggregated for purposes of the Eurobond
Proposed Modifications by excluding one or more series of
Eurobonds, the same series of Eurobonds shall be excluded for
purposes of determining whether the Requisite Consents have been
reached.
Ukrenergo reserves the right in its sole discretion to reject
any and all Consents with respect to the Securities.
Investor Call
Ukrenergo intends to conduct a call with investors at 3:30p.m.
(London time) on Thursday, 28 July 2022 during which Ukrenergo will
discuss the Consent Solicitation. Details of the call can be
obtained from Rothschild & Cie, the financial advisor, at
ukrenergo@rothschildandco.com.
Overview Presentation
Ukrenergo, in conjunction with Ukraine, has prepared an overview
of the Consent Solicitation, the Eurobond Consent Solicitation and
the GDP-linked Securities Consent Solicitation (the "Overview
Presentation"). The Overview Presentation is available on the
Consent Website operated by the Information and Tabulation
Agent.
Indicative Timetable
The following summarises the anticipated timetable for the
Consent Solicitation. Holders of the Securities should take note of
the dates and times set forth in the schedule below in connection
with the Consent Solicitation. This summary is qualified in its
entirety by, and should be read in conjunction with, the more
detailed information appearing in the Consent Solicitation
Memorandum and may be changed by Ukraine in accordance with the
terms and conditions of the Consent Solicitation.
Date Calendar Date and Time Event
Launch Date 28 July 2022 Launch of the Consent
Solicitation.
The announcement of the
Consent Solicitation and
the Notice of Written
Resolution will be distributed
via the Clearing Systems
and published by way of
announcement on a Notifying
News Service (as defined
below) and on the website
of the London Stock Exchange.
The Consent Solicitation
Memorandum will be made
available to Eligible
Holders via the Consent
Website.
FX Time At or around 4:00 p.m. The time at which, to
Central European Time on calculate the amount of
9 August 2022 which time valid Consents and the
may be brought forward aggregate principal amount
or extended by Ukrenergo outstanding of the Securities
in its sole discretion. and the Eurobonds (taken
in aggregate) in accordance
with Condition 13 (Aggregation
Agent; Aggregation Procedures)
of the Conditions, the
Aggregation Agent shall
determine, with reference
to the European Central
Bank Euro foreign exchange
reference rates screen
page[1], the exchange
rate between the U.S.
dollar and the euro (for
Eurobonds denominated
in euro).
Expiration Unless extended or earlier The deadline for Holders
Time terminated by Ukrenergo to deliver Consents.
in its sole discretion,
5:00 p.m., New York City
time, on 9 August, 2022.
Record Date 9 August 2022. The Record Date for purposes
of the Consent Solicitation.
Consent Date The date on which the
Requisite Consents are
received and the Eligibility
Condition is satisfied.
Results Announcement On or promptly after the The date on which Ukrenergo
Date Expiration Time, and expected will announce the results
to be 10 August 2022. of the Consent Solicitation
with respect to the Securities,
including announcing:
(i) (a) whether Ukraine
has re-designated any
series of Eurobonds for
the purposes of the Eurobond
Consent Solicitation,
specifying which series
of Eurobonds have been
excluded for the purposes
of the Eurobond Consent
Solicitation and which
shall therefore be excluded
for the purpose of determining
whether the Requisite
Consents for the Proposed
Modifications to the Securities
have been obtained on
an aggregated basis or
(b) whether Ukrenergo
has exercised its right
to consider the Requisite
Consents obtained if it
has received Consents
of not less than 75 per
cent. of the aggregate
principal amount of Securities
outstanding, (ii) the
aggregate principal amount
of Securities with respect
to which Ukrenergo has
accepted any Consent,
(iii) whether the conditions
to the effectiveness of
the Proposed Modifications
(including satisfaction
of the Eligibility Condition),
after giving effect to
the exclusion of any series
of Eurobonds and the re-designation
described above, have
been met.
The results of the Consent
Solicitation will be distributed
via the Clearing Systems
and published by way of
announcement on a Notifying
News Service, on the website
of the London Stock Exchange
and on the Consent Website.
Effective Promptly after the Expiration The date on which the
Date Time , and expected to Amendment Documents are
be 10 August 2022 . executed and the Proposed
Modifications sought pursuant
to the Proposal become
effective.
Holders are advised to check with any broker, dealer, bank,
custodian, trust company or other nominee or intermediary through
which they hold Securities to confirm whether such intermediary
requires to receive instructions to Consent before the deadlines
specified above. The deadlines set by any Clearing System may be
earlier than the relevant deadlines above.
Neither the Consent Solicitation nor the Securities have been
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or any other securities laws. The Consent
Solicitation is only directed at, and copies of the Consent
Solicitation Memorandum are solely made available to, holders of
the Securities who can represent that they are either (i)
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act or institutional "accredited investors" as defined
in Rule 501(a)(1), (2) (3) or (7) of Regulation D under the
Securities Act or (ii) if outside the United States, non-U.S.
persons (as defined in Regulation S under the Securities Act) and
are lawfully able to participate in the Consent Solicitation in
compliance with applicable laws of applicable jurisdictions (each
such person, an "Eligible Holder").
None of the Fiscal Agent, the Principal Paying Agent, the
Transfer Agent, the Registrar, the Aggregation Agent or the
Information and Tabulation Agent or any of their respective
directors, employees, affiliates, agents or representatives makes
any recommendation as to whether Holders should deliver Consents to
the Proposal pursuant to the Consent Solicitation, and no one has
been authorised by any of them to make such a recommendation. Each
Holder must make its own decision as to whether to give a
Consent.
Contact Details
Requests for assistance in completing and delivering Consents
should be directed to the Information and Tabulation Agent at its
email address and telephone numbers below. Copies of the Consent
Solicitation Memorandum and other related documents may be obtained
through the Consent Website. Only Eligible Holders are authorised
to receive or review the Consent Solicitation Memorandum.
The Information and Tabulation Agent for the Consent
Solicitation
And
Aggregation Agent for the Consent Solicitation
Morrow Sodali Limited
In London : In Stamford: In Hong Kong :
103 Wigmore Street 333 Ludlow Street The Hive
London W1U 1QS South Tower, 5th Floor 33-35 Hillier Street
United Kingdom Stamford, CT 06902 Sheung Wan
United States of America Hong Kong
Telephone: +44 20 Telephone: +1 203 Telephone: 852 2319
4513 6933 609 4910 4130
Email: Ukrenergo@investor.morrowsodali.com
Consent Website: https://projects.morrowsodali.com/Ukrenergo
*********
Ukrenergo
Ukraine, 01032 Kyiv, 25 Symona Petliury Street
Financial Advisors to Ukrenergo
Rothschild & Cie
23 bis avenue de Messine
75008 Paris
France
ukrenergo@rothschildandco.com
Finpoint LLC
Leonardo Business Centre
19-21 B. Khmelnytskogo Street
Kyiv, 01030
Ukraine
DISCLAIMER: This announcement must be read in conjunction with
the Consent Solicitation Memorandum. This announcement and the
Consent Solicitation Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Consent Solicitation. If any Holder is in any doubt as to
the action it should take or is unsure of the impact of the
implementation of the Proposal, it is recommended to seek its own
financial and legal advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Securities 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
participate in the Consent Solicitation or otherwise participate in
the Proposal. None of the Fiscal Agent, the Principal Paying Agent,
the Transfer Agent, the Registrar, the Aggregation Agent or the
Information and Tabulation Agent or any of their respective
affiliates, directors, officers, employees or agents takes any
responsibility for the contents of this announcement or has made
any recommendation or expressed any opinion as to whether to
deliver a Consent to the Proposal pursuant to the Consent
Solicitation.
This announcement is not a solicitation of consent with respect
to any securities and does not constitute an invitation to
participate in the Consent Solicitation in or from any jurisdiction
in or from which, or to or from any person to or from whom, it is
unlawful to make such invitation under applicable securities laws.
The Consent Solicitation is being made solely pursuant to the
Consent Solicitation Memorandum, which sets forth a detailed
statement of the terms of the Consent Solicitation.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in the United States or any other jurisdiction. The
distribution of this announcement and the Consent Solicitation
Memorandum in certain jurisdictions may be restricted by law, and
persons into whose possession this announcement or the Consent
Solicitation Memorandum comes are requested to inform themselves
about, and to observe, any such restrictions. Each Holder
participating in the Consent Solicitation will be required to make
certain representations, as set out in the Consent Solicitation
Memorandum.
Within the United Kingdom, this announcement is directed only at
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended
("relevant persons"). The investment or investment activity to
which this announcement relates is only available to and will only
be engaged in with relevant persons and persons who receive this
announcement who are not relevant persons should not rely or act
upon it.
[1]
https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html
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END
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