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Ørsted — Capital/Financing Update 2017
Nov 16, 2017
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Download source fileTender offer
NOT FOR DISTRIBUTION 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 (THE UNITED STATES) OR TO ANY US PERSON (AS DEFINED
IN REGULATIONS UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER
OFFER MEMORANDUM (AS DEFINED BELOW).
This announcement and the Tender Offer Memorandum do not constitute an
invitation to participate in the Offers (as defined below) in any jurisdiction
in which, or to any person to or from whom, it is unlawful to make such
invitation or for there to be such participation under applicable securities
laws. The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.
Ørsted A/S hereby invites holders of its:
-- EUR 500,000,000 6.5% Notes due 7 May 2019 (of which EUR 306,213,000 is
currently outstanding) (the ‘2019 Notes‘; ISIN: XS0426738976);
-- EUR 500,000,000 4.875% Notes due 16 December 2021 (of which EUR 360,373,000
is currently outstanding) (the ‘2021 Notes‘; ISIN: XS0473783891); and
-- EUR 750,000,000 2.625% Notes due 19 September 2022 (of which EUR
602,010,000 is currently outstanding) (the ‘2022 Notes‘; ISIN:
XS0829114999)
to tender such Notes for purchase by Ørsted A/S for cash on the terms and
subject to the conditions set out in the tender offer memorandum dated 16
November 2017 (the ‘Tender Offer Memorandum‘) (the ‘Offers‘). Capitalised
terms used in this announcement and not otherwise defined have the meanings
ascribed to them in the Tender Offer Memorandum.
Ørsted A/S will pay (for Notes accepted by it for purchase pursuant to the
Offers) a Purchase Price calculated on the basis of a Purchase Yield of:
-0.35% for the 2019 Notes;
-0.05% for the 2021 Notes; and
the sum of the Purchase Spread of -10bps and the relevant Interpolated Mid-Swap
Rate for the 2022 Notes.
The relevant Purchase Price will be determined at or around 14:00CET on 23
November 2017. Ørsted A/S will also pay Accrued Interest in respect of Notes
accepted for purchase pursuant to the relevant Offer.
For information purpose only, the Purchase Price in respect of (i) the 2019
Notes would be 109.973% and (ii) the 2021 Notes would be 120.022% assuming a
Settlement Date of 24 November 2017. Should the Settlement Date be changed, the
Purchase Price in respect of the 2019 Notes and the 2021 Notes will be
recalculated.
Ørsted A/S proposes to accept for purchase up to EUR 580,000,000 in total
amount payable of the Notes, and Ørsted A/S intends to accept valid tenders of
Notes in the following order of priority; 1) any and all valid tenders of the
2019 Notes will be accepted first, 2) valid tenders of the 2021 Notes second
and 3) valid tender of the 2022 Notes third.
The Offers are part of Ørsted’s ongoing liability management activities. Notes
purchased by Ørsted A/S pursuant to the Offers will be cancelled and will not
be re-issued or re-sold. Notes which have not been validly offered and accepted
for purchase pursuant to the Offers will remain outstanding.
The Offers commence today, 16 November 2017 and will expire at 17.00 CET on 22
November 2017. The Indicative Results of the Offers will be announced as soon
as reasonably practicable after the Expiration Deadline. Final Results of the
Offers will be announced as soon as reasonably practicable after the Pricing
Time on the Pricing Date. Settlement of the Offers are expected to take place
on 24 November 2017.
Further details about the Offers are found in the Tender Offer Memorandum
available via the Tender Agent (Citibank, N.A., London Branch; Telephone: +44
(0) 207 508 3867; email: [email protected]) through the following link:
https://debtxportal.issuerservices.citigroup.com (Registered users: Please
contact [email protected] for the Deal ID and Deal Code; Non-registered
users: Please complete the user registration form located in the same website
by going to Custodian/Bondholder> User Registration).
BNP Paribas, Deutsche Bank and SEB will act as Dealer Managers on the Tender
Offer.
The information in this announcement does not change Ørsted’s financial
guidance for the financial year 2017 or the announced expected investment level
for 2017.
Further information
Media Relations
Martin Barlebo
+45 99 55 95 52
Investor Relations
Henrik Brünniche Lund
+45 99 55 97 22
Treasury & Risk Management
Allan Bødskov Andersen
+45 99 55 97 69
Offer and Distribution Restrictions
Neither this announcement, the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers
will not be accepted from Noteholders (as defined in the Tender Offer
Memorandum)) in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or other laws
require an Offer to be made by a licensed broker or dealer and any of the
Dealer Managers (as defined in the Tender Offer Memorandum) or any of their
respective affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or
such affiliate, as the case may be, on behalf of Ørsted A/S in such
jurisdiction.
The Tender Offer Memorandum contains certain offer and distribution
restrictions with which any Noteholder must ensure compliance.
The Ørsted vision is a world that runs entirely on green energy. Ørsted
develops, constructs and operates offshore wind farms, bioenergy plants and
innovative waste-to-energy solutions and provides smart energy products to its
customers. Headquartered in Denmark, Ørsted employs 5,600 people. Ørsted’s
shares are listed on Nasdaq Copenhagen (Orsted). In 2016, the company’s revenue
was DKK 61 billion (EUR 8.2 billion). For more information on Ørsted, visit
orsted.com or follow us on Facebook, LinkedIn, Instagram and Twitter.