TIDM46MR
RNS Number : 1273R
Floene Energias, S.A.
27 February 2023
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, AS AMED.
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, ANY STATE OF THE UNITED STATES OF
AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR
INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION
WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.
27 February 2023
FLOENE ENERGIAS, S.A. ANNOUNCES A TER OFFER FOR its outstanding
EUR 600,000,000 1.375 per cent. Notes due 19 September 2023 (issued
by the Offeror under its former name, Galp Gás Natural
Distribuição, S.A.)
(ISIN: PTGGDAOE0001)
Floene Energias, S.A. (the "Offeror") today announces that it is
inviting holders of its outstanding EUR 600,000,000 1.375 per cent.
Notes due 19 September 2023 (issued by the Offeror under its former
name, Galp Gás Natural Distribuição, S.A.) (ISIN: PTGGDAOE0001)
(the "Notes") to tender their Notes for purchase by the Offeror for
cash in an aggregate nominal amount of up to EUR 300,000,000
(subject to the right of the Offeror to increase or decrease such
amount in its sole and absolute discretion) (the "Maximum
Acceptance Amount"), subject to applicable law and regulation and
the offer and distribution restrictions and the satisfaction or
waiver of the New Financing Condition (as defined below) and the
other conditions described in the tender offer memorandum dated 27
February 2023 (the "Tender Offer Memorandum") (such invitation, the
"Offer").
Description of the ISIN Outstanding Nominal Purchase Price Maximum Acceptance
Notes Amount Amount
EUR 600,000,000 1.375 PTGGDAOE0001 EUR 600,000,000 99.45 per cent., equal Subject as set out
per cent. Notes due 19 to EUR 99,450 per EUR herein, up to EUR
September 2023 (issued 100,000 in nominal 300,000,000 in
by the Offeror under amount of Notes aggregate nominal
its amount of the Notes,
former name, Galp subject to the right of
Gás Natural the Offeror to increase
Distribuição, or decrease such amount
S.A.) in its sole and
absolute
discretion
------------- ------------------------- ------------------------ ------------------------
THE OFFER WILL COMMENCE ON 27 FEBRUARY 2023 AND WILL EXPIRE AT 4.00 P.M. (LONDON TIME) ON
3 MARCH 2023 (THE "EXPIRATION TIME") (THE "OFFER PERIOD"), UNLESS EXTED, RE-OPENED OR TERMINATED
EARLIER AT THE SOLE AND ABSOLUTE DISCRETION OF THE OFFEROR, AS DESCRIBED HEREIN.
Intermediaries (including the relevant Interbolsa Affiliate Member or International Clearing
System) will have deadlines for receiving instructions earlier than the Expiration Time and
Noteholders should contact the intermediary through which they hold their Notes as soon as
possible to ensure proper and timely delivery of instructions to participate in the Offer.
The Offer is made on the terms and subject to the conditions
(including the New Financing Condition) contained in the Tender
Offer Memorandum and should be read in conjunction with the Tender
Offer Memorandum. Capitalised terms used but not otherwise defined
in this announcement shall have the meaning given to them in the
Tender Offer Memorandum.
Rationale for the Offer
The Offeror is making the Offer in order to provide liquidity to
the Noteholders while optimising its funding and liquidity
position. The Offer (together with the term facility entered into
between the Offeror and certain lenders to finance any purchase of
Notes by the Offeror pursuant to the Offer (the "Term Loan"))
allows the Offeror to extend the maturity profile of its
outstanding debt.
Details of the Offer
Instruction Notices and Offers to Sell will be irrevocable upon
receipt thereof by the relevant Interbolsa Affiliate Members and
Tender Agent respectively except in the limited circumstances in
which revocation of Instruction Notices and Offers to Sell is
specifically permitted in accordance with the terms of the
Offer.
Purchase Price
Subject to satisfaction or waiver of the New Financing
Condition, the Purchase Price shall be 99.45 per cent. of the
nominal amount of Notes accepted for purchase by the Offeror, equal
to EUR 99,450 per EUR 100,000 in nominal amount of Notes.
Tender Consideration
The Tender Consideration payable, subject to satisfaction or
waiver of the New Financing Condition, on the Settlement Date to a
Noteholder whose Notes are validly tendered and accepted for
purchase by the Offeror pursuant to the Offer will be an amount in
EUR equal to the sum of:
(i) the product of (x) the Purchase Price and (y) the nominal amount of such Notes; and
(ii) the relevant Accrued Interest Amount in respect of such Notes,
rounded, if necessary, to the nearest EUR 0.01, with EUR 0.005
being rounded upwards.
Pro-Ration and Maximum Acceptance Amount
The Offeror proposes to accept Notes for purchase up to the
Maximum Acceptance Amount on the terms and subject to the
conditions (including the satisfaction or waiver of the New
Financing Condition) contained in the Tender Offer Memorandum
(although the Offeror reserves the right, in its sole and absolute
discretion and for any reason, to increase or decrease the Maximum
Acceptance Amount).
In the event that the aggregate nominal amount of Offers to Sell
validly received by the Offeror is greater than the Maximum
Acceptance Amount, Offers to Sell may be accepted by the Offeror on
a pro rata basis, as further set out in the Tender Offer
Memorandum, such that the aggregate nominal amount of Notes
accepted for purchase is no greater than the Maximum Acceptance
Amount.
Until the Offeror announces the final aggregate nominal amount
of Notes accepted for purchase, no assurance can be given that any
Offers to Sell will be accepted. Even if the New Financing
Condition is satisfied, the acceptance of any Offers to Sell is at
the sole and absolute discretion of the Offeror and the Offeror
reserves the absolute right not to accept any Offers to Sell.
New Financing Condition
Whether the Offeror will accept for purchase any Notes validly
tendered in the Offer is subject, without limitation, to (unless
such condition is waived by the Offeror in its sole and absolute
discretion) the receipt by the Offeror (in the sole and absolute
determination of the Offeror) of the proceeds of the Term Loan on
or prior to the Settlement Date in an amount sufficient to fund the
payment of the aggregate Tender Consideration payable pursuant to
the Offer (the "New Financing Condition").
Procedures
Any Noteholder who wishes to make an Offer to Sell and be
eligible to receive the Tender Consideration pursuant to the Offer
should deliver, or arrange to have delivered on its behalf, to the
relevant Interbolsa Affiliate Member and in accordance with the
applicable requirements, a valid Instruction Notice for subsequent
delivery by such Interbolsa Affiliate Member of a corresponding
Offer to Sell to the Tender Agent by the Expiration Time, as
further set out in the Tender Offer Memorandum.
Settlement
Subject to the satisfaction or waiver of the New Financing
Condition and the right of the Offeror to amend or vary the terms
of (including the timetable for) the Offer, the Offeror will pay,
or procure the payment of, the Tender Consideration to all
Noteholders whose Offers to Sell have been validly accepted by the
Offeror pursuant to the terms and conditions of the Offer, subject
to receipt of the Notes on the Settlement Date.
Notes in respect of which the Offeror has not accepted an Offer
to Sell will remain outstanding subject to the terms and conditions
of such Notes and will be unblocked as soon as possible on or after
the Settlement Date.
Expected Timetable
Please note the following important dates and times relating to
the Offer. Each is indicative only and is subject to change,
including as a result of any extension, termination, withdrawal or
amendment as set out under "Extension, Termination and Amendment"
in the Tender Offer Memorandum.
Events Times and Dates
Commencement of the Offer 27 February 2023
Offer announced. Notices distributed
via Interbolsa and the International
Clearing Systems and Tender Offer
Memorandum available to Noteholders
on the website of the Tender Agent.
Expiration Time 4.00 p.m. (London time) on
3 March 2023
Deadline for receipt by the Tender
Agent of Offers to Sell.
Noteholders should note that Instruction
Notices must be submitted in accordance
with the deadlines of the relevant
Interbolsa Affiliate Members and,
if applicable, the International Clearing
Systems, which will be before the
Expiration Time.
Announcement of the results of the As soon as reasonably practicable
Offer on 6 March 2023
Announcement by the Offeror of whether
it accepts (subject to satisfaction
or waiver of the New Financing Condition)
for purchase the Notes validly tendered
in the Offer and, if so, (i) the aggregate
nominal amount of Notes to be purchased
including the Scaling Factor (if any),
and (ii) the Maximum Acceptance Amount.
Settlement Date Expected to be 9 March 2023
Subject to satisfaction or waiver
of the New Financing Condition on
or prior to such date, settlement
of the Offer.
Payment of Tender Consideration in
respect of Notes accepted for purchase
pursuant to the Offer.
This is an indicative timetable and is subject to the right of
the Offeror to extend, re-open, amend and/or terminate the Offer
(subject to applicable law and as provided in the Tender Offer
Memorandum). Announcements in connection with the Offer will be
made (i) by delivery of the relevant notice to Interbolsa for
communication by it to Interbolsa Affiliate Members, (ii) to the
International Clearing Systems for communication by them to the
Direct Participants, (iii) at the option of the Offeror, by
publication via a recognised financial news service (e.g.
Reuters/Bloomberg) as selected by the Offeror and (iv) by
publication via the regulatory news service of the London Stock
Exchange. Copies of all such announcements, press releases and
notices can also be obtained upon request from the Tender
Agent.
Noteholders are advised to check with the securities broker,
dealer, bank, nominee, custodian, trust company or other
intermediary (including the relevant Interbolsa Affiliate Member or
International Clearing System) through which they hold their Notes
as to the deadlines by which such intermediary would require
receipt of instructions to participate in, or (in the limited
circumstances in which revocation is permitted) to revoke their
instructions to participate in, the Offer in accordance with the
terms and conditions of the Offer as described in the Tender Offer
Memorandum to meet the deadlines set out above. The deadlines set
by any such intermediary and the relevant Interbolsa Affiliate
Member or International Clearing System will be earlier than the
relevant deadlines specified above.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offer.
Banco Bilbao Vizcaya Argentaria, S.A. and Banco Santander, S.A.
are acting as Dealer Managers for the Offer and Kroll Issuer
Services Limited is acting as Tender Agent. For detailed terms of
the Offer please refer to the Tender Offer Memorandum which
(subject to applicable law and regulation and the offer and
distribution restrictions) can be obtained from the Dealer Managers
and the Tender Agent referred to below.
DEALER MANAGERS
Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander, S.A.
44th Floor 2 Triton Square
One Canada Square Regent's Place
London E14 5AA London NW1 3AN
United Kingdom United Kingdom
Attention: Liability Management Attention: Liability Management
Email: liabilitymanagement@bbva.com Email: liabilitymanagement@santandercib.co.uk
THE TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Thomas Choquet / Jacek Kusion
Email: floene@is.kroll.com
Website: https://deals.is.kroll.com/floene
This announcement is released by Floene Energias, S.A. 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 United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended (" UK MAR "), encompassing information relating to the
Offer, as described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by
Pedro Doutel, Chief Financial Officer and Member of the Executive
Board of the Offeror.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offer. If any Noteholder
is in any doubt as to the contents of this announcement, the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial, legal, regulatory and tax advice, including
in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial,
regulatory, tax or legal adviser.
None of the Offeror, the Dealer Managers or the Tender Agent or
any of their respective directors, employees, officers, agents or
affiliates expresses any opinion about the merits of the Offer or
makes any recommendation as to whether or not any Noteholder should
Offer to Sell its Notes and no one has been authorised by the
Offeror, the Dealer Managers or the Tender Agent to make any such
recommendation.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement does not constitute an invitation to
participate in the Offer in or from any jurisdiction in or from
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
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement comes are required by each of
the Offeror, the Dealer Managers and the Tender Agent to inform
themselves about and to observe any such restrictions.
UNITED STATES
The Offer is not being made, and will not be 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 of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States as defined in Regulation S of the U.S. Securities Act
of 1933, as amended (the "Securities Act").
Accordingly, copies of the Tender Offer Memorandum and any other
documents or materials relating to the Offer are not being, and
must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States. Any purported tender of Notes in the Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid, and any purported tender of Notes made by a person
located 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.
Each Noteholder participating in the Offer will represent that
it is not located in the United States and it is not participating
in the Offer from the United States or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Offer from
the United States.
For the purposes of this and the above paragraphs, "United
States" means the United States of America, its territories and
possessions, any state of the United States of America and the
District of Columbia.
UNITED KINGDOM
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made and such documents and/or materials have
not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as
amended. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to, and may
only be acted upon by, those persons in the United Kingdom falling
within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order")) or persons who are within Article 43 of the
Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
REPUBLIC OF FRANCE
This announcement, the Tender Offer Memorandum and any documents
or offering materials relating to the Offer may not be distributed
in the Republic of France except to qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of the
Prospectus Regulation, as amended, and Article L.411-2 of the
French Code monétaire et financier as amended from time to time.
This announcement and the Tender Offer Memorandum have not been and
will not be submitted for clearance to nor approved by the Autorité
des marchés financiers.
REPUBLIC OF ITALY
None of the Offer, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer has been or will be submitted to the clearance procedures of
the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations. The Offer is being
carried out in the Republic of Italy ("Italy") as an exempted offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended. Noteholders or beneficial
owners of the Notes that are located in Italy may tender their
Notes in the Offer through authorised persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 20307 of 13 February 2018, as amended from
time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offer.
GENERAL
This announcement and the Tender Offer Memorandum do not
constitute an offer to buy or the solicitation of an offer to sell
Notes, and tenders of Notes for purchase pursuant to the Offer will
not be accepted from Noteholders in any circumstances in which such
offer or solicitation is unlawful.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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END
TENPPUQWPUPWURM
(END) Dow Jones Newswires
February 27, 2023 03:39 ET (08:39 GMT)
Floene 1.375% (LSE:46MR)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Floene 1.375% (LSE:46MR)
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De Déc 2023 à Déc 2024
