SF22 Ukrenergo.26 A

TIDMSF22

RNS Number : 6145V

PJSC National Power Co. Ukrenergo

10 August 2022

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER TO SELL OR RECOMMENDATION 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).

10 August 2022

ANNOUNCEMENT of results 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 announces today that it received the Requisite Consents (as defined below) from Eligible Holders of its Securities in relation to the Written Resolution regarding approval of the Proposed Modifications as further described in the consent solicitation memorandum dated 28 July 2022 (the "Consent Solicitation Memorandum"). The Proposed Modifications required 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"). Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Consent Solicitation Memorandum.

The Consent Solicitation expired at the Expiration Time of 5:00 p.m. New York City time on 9 August 2022, concurrently with the expiration of the Eurobond Consent Solicitation, and Ukrenergo has received and accepted Requisite Consents with respect to the Securities.

Ukrenergo also announces that the Eligibility Condition has been satisfied. Following receipt of the Requisite Consents and satisfaction of the Eligibility Condition, Ukrenergo expects to execute the Amendment Documents effecting the Proposed Modifications approved in the Consent Solicitation on the Effective Date of 11 August 2022. The Proposed Modifications will become effective once the Amendment Documents have been executed.

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. If any Holder 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.

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END

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August 10, 2022 11:35 ET (15:35 GMT)

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