TIDM69TM
RNS Number : 9256W
Abu Dhabi National Energy Co PJSC
28 April 2021
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING 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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON
LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
Abu Dhabi National Energy Company PJSC announces the results of
its cash tender offer
for its 3.625% Notes due June 2021 and its 5.875% Notes due
December 2021
April 28, 2021 - Abu Dhabi National Energy Company PJSC (the
"Company") announces the final results as of 5:00 p.m. (New York
City Time) on April 27, 2021 (the "Any and All Expiration Date") of
its previously announced offer to purchase for cash (the "Any and
All Tender Offer") any and all of its outstanding 3.625% Notes due
June 2021 and 5.875% Notes due December 2021 (together, the "Any
and All Notes"), upon the terms and subject to the conditions set
forth in the Offer to Purchase dated April 19, 2021 (as it may be
amended or supplemented from time to time, the "Offer to Purchase")
and the accompanying Notice of Guaranteed Delivery dated April 19,
2021 (as it may be amended or supplemented from time to time, the
"Notice of Guaranteed Delivery" and, together with the Offer to
Purchase, the "Offer Documents"). The Company's previously
announced offer to purchase for cash up to the Maximum Tender
Amount of its outstanding 3.625% Notes due January 2023 (the
"Maximum Tender Offer Notes" and, together with the Any and All
Notes, the "Securities") upon the terms and subject to the
conditions set forth in the Offer to Purchase (the "Maximum Tender
Offer" and, together with the Any and All Tender Offer, the "Tender
Offers") is ongoing, and the results of the Maximum Tender Offer
are expected to be announced on May 7, 2021, as more fully
described in the Offer to Purchase.
Capitalized terms used in this announcement and not otherwise
defined have the meanings ascribed to them in the Offer to
Purchase. Copies of the Offer to Purchase are available, subject to
the offer and distribution restrictions, from the Tender and
Information Agent at https://deals.lucid-is.com/taqa.
The Company has been advised by the Tender and Information Agent
that, as of the Any and All Expiration Date, the amounts set forth
in the table below of each series of Any and All Notes had been
validly tendered and not validly withdrawn. Subject to satisfaction
or waiver of certain conditions and other terms set forth in the
Offer to Purchase, the Company will accept for purchase all Any and
All Notes validly tendered and not validly withdrawn at or prior to
the Any and All Expiration Date.
Title of Security Securities Codes Principal Amount Any and All Total Principal Amount
Tendered prior to or Consideration(2) Outstanding after the
at the Any and All Any and All Tender
Expiration Date(1) Offer(3)
3.625% Notes Rule 144A Notes U.S.$363,270,000 U.S.$1,006.40 U.S.$386,730,000
Due June 2021 CUSIP: 00388WAD3/ISIN:
US00388WAD39
Regulation S Notes
ISIN: XS1435072548
----------------------- ---------------------- ----------------------- -----------------------
5.875% Notes Rule 144A Notes U.S.$348,688,000 U.S.$1,038.00 U.S.$401,312,000
Due December 2021 CUSIP: 00386S
AJ1/ISIN: US00386SAJ15
Regulation S Notes
ISIN: XS0717839871
----------------------- ---------------------- ----------------------- -----------------------
___________________
(1) No Any and All Notes were tendered pursuant to the guaranteed delivery procedures.
(2) Per U.S.$1,000 in principal amount of Any and All Notes
accepted for purchase pursuant to an Any and All Tender Offer.
(3) Assuming delivery of Any and All Notes tendered pursuant to
the guaranteed delivery procedures.
The Any and All Tender Offer has now expired and no further Any
and All Notes can be tendered for purchase. All Any and All Notes
accepted for purchase pursuant to the Any and All Tender Offer will
be cancelled.
Any and All Notes that have not been successfully tendered for
purchase and accepted by the Company pursuant to the Any and All
Tender Offer and the terms and conditions set out in the Offer to
Purchase will remain outstanding and will remain subject to the
terms and conditions of such Any and All Notes.
It is anticipated that payment for the Any and All Notes that
were validly tendered and accepted for purchase will be made either
on the date referred to as the "Any and All Settlement Date" or on
the date referred to as the "Guaranteed Delivery Settlement Date",
as applicable. It is anticipated that the Any and All Settlement
Date for the Any and All Notes will be on or around April 30, 2021,
the third business day after the Any and All Expiration Date. As
described more fully in the Offer to Purchase, the Guaranteed
Delivery Settlement Date in respect of Any and All Notes with
respect to which a properly completed and duly executed Notice of
Guaranteed Delivery is delivered at or prior to the Any and All
Expiration Date (to the extent that such Any and All Notes are not
delivered at or prior to the Any and All Expiration Date) that are
accepted by the Company for purchase in the Any and All Tender
Offer is expected to be on or around April 30, 2021, the third
business day after the Any and All Expiration Date.
Important Information
The Company has retained BNP Paribas, HSBC Bank plc, MUFG
Securities EMEA plc and SMBC Nikko Capital Markets Limited to act
as the Joint Dealer Managers for the Tender Offers, and Lucid
Issuer Services Limited to act as the Tender and Information Agent
for the Tender Offers.
Questions regarding the Tender Offers may be directed to (i) BNP
Paribas at +33 1 55 77 78 94 or by email to
liability.management@bnpparibas.com; (ii) HSBC Bank plc at +44 (0)
20 7992 6237 or by email to LM_EMEA@hsbc.com; (iii) MUFG Securities
EMEA plc at +44 20 7577 4218 (London), +1 (877) 744-4532 (U.S. Toll
Free), +1 (212) 405-7481 (U.S.) or by email to
DCM-LM@int.sc.mufg.jp; and (iv) SMBC Nikko Capital Markets Limited
at +44 20 3527 7545 or by email to LM.EMEA@smbcnikko-cm.com.
This press release is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security. No offer, solicitation, or sale will be made in
any jurisdiction in which such an offer, solicitation, or sale
would be unlawful. The Tender Offers are only being made pursuant
to the Offer Documents. Holders are urged to carefully read the
Offer Documents before making any decision with respect to the
Tender Offers.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required by the Company, the Joint Dealer
Managers and the Tender and Information Agent to inform themselves
about and to observe any such restrictions.
This announcement is released by Abu Dhabi National Energy
Company PJSC 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 ("UK MAR"), encompassing information relating
to the Tender Offers described above. For the purposes of UK MAR
and Article 2 of Commission Implementing Regulation (EU) 2016/1055
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018, this announcement is made by
Stephen Ridlington, Chief Financial Officer.
Offer and Distribution Restrictions
United Kingdom
Neither this announcement nor any other documents or materials
relating to the Tender Offers have been approved by an authorized
person for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA"). Accordingly, neither this
announcement nor any such documents and/or materials are being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of this announcement and/or
such documents and/or materials is exempt from the restriction on
financial promotions under section 21(1) of the FSMA on the basis
that they are only directed at and may only be communicated to: (1)
persons who are outside of the United Kingdom; (2) investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (3) a person falling within Article 43(2) of the Order,
or (4) any other persons to whom they may lawfully be communicated
under the Order (all such persons together being referred to as
"relevant persons").
This announcement and any other documents or materials relating
to the Tender Offers are only available to relevant persons. Any
person who is not a relevant person should not act or rely on this
announcement or any of its contents.
Italy
None of the Tender Offers, this announcement, the Offer to
Purchase or any other document or materials relating to the Tender
Offers have 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 Tender Offers are
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 February 24, 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of May 14, 1999, as amended. Holders or
beneficial owners of the Securities that are resident and/or
located in Italy can tender Securities for purchase 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 February 15, 2018, as amended, and Legislative Decree No.
385 of September 1, 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 Securities and/or the Tender Offers.
France
The Tender Offers are not being made, directly or indirectly, to
the public in the Republic of France ("France"). Neither this
announcement nor any other document or material relating to the
Tender Offers has been or shall be distributed to the public in
France and only qualified investors (investisseurs qualifiés),
other than individuals, as defined in, and in accordance with,
Articles L.411-1 and L.411-2 of the French Code monétaire et
financier, are eligible to participate in the Tender Offer. Neither
this announcement nor any other document or material relating to
the Tender Offers has been or will be submitted for clearance to or
approved by the Autorité des Marchés Financiers.
United Arab Emirates (excluding Dubai International Financial
Centre)
The Tender Offers are not being made and will not be publicly
promoted or advertised in the United Arab Emirates other than in
compliance with laws applicable in the United Arab Emirates
governing the issue, offering and sale of securities.
Dubai International Financial Centre
The Tender Offers are not being made and may not be made to any
person in the Dubai International Financial Centre unless such
offer is: (a) an "Exempt Offer" in accordance with the Markets
Rules (MKT) Module of the Dubai Financial Services Authority (the
"DFSA") rulebook; and (b) made only to persons who meet the
Professional Client criteria set out in Rule 2.3.3 of the Conduct
of Business Module of the DFSA rulebook.
Kingdom of Saudi Arabia
The communication of this announcement and any other documents
or materials relating to the Tender Offers are only being made and
the Tender Offers will only be made or advertised in the Kingdom of
Saudi Arabia: (i) to persons who have confirmed that they are
"sophisticated investors" (as defined in Article 9 of the Rules on
the Offer of Securities and Continuing Obligations as issued by the
Saudi Capital Market Authority (the "Saudi CMA") resolution number
3-123-2017 dated December 27, 2017, as amended by the Board of the
Saudi CMA resolution number 1-7-2021 dated January 14, 2021 (the
"KSA Regulations")); or (ii) by way of a limited offer under
Article 10 of the KSA Regulations.
This announcement and the Tender Offers shall not therefore
constitute a "public offer", an "exempt offer" or a "parallel
market offer" pursuant to the KSA Regulations, but are subject to
restrictions on secondary market activity pursuant to Article 15 of
the KSA Regulations. Accordingly any Saudi Holder who has acquired
Securities pursuant to a private placement under Article 9 or
Article 10 of the KSA Regulations may not offer or sell those
Securities to any person unless the offer or sale is made through
an authorised person appropriately licensed by the Saudi CMA and:
(1) the Securities are offered or sold to a sophisticated investor
(as defined in Article 9 of the KSA Regulations); (2) the price to
be paid for the Securities in any one transaction is equal to or
exceeds Saudi Riyals one million or an equivalent amount; or (3)
the offer or sale is otherwise in compliance with Article 15 of the
KSA Regulations.
General
This announcement does not constitute an offer to buy or the
solicitation of an offer to sell Securities (and tenders of
Securities in the Tender Offers will not be accepted from Holders)
in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or
other laws require the Tender Offers to be made by a licensed
broker or dealer and any of the Joint Dealer Managers or any of the
Joint Dealer Managers' respective affiliates is such a licensed
broker or dealer in any such jurisdiction, the Tender Offers shall
be deemed to be made by such Joint Dealer Manager or affiliate, as
the case may be, on behalf of the Company in such jurisdiction.
In addition, each Holder participating in the Tender Offers will
also be deemed to give certain representations in respect of the
jurisdictions referred to above and generally as set out in the
Offer to Purchase. Any tender of Securities for purchase pursuant
to the Tender Offers from a Holder that is unable to make these
representations will not be accepted. Each of the Company, the
Joint Dealer Managers and the Tender and Information Agent reserves
the right, in its absolute discretion, to investigate, in relation
to any tender of Securities for purchase pursuant to the Tender
Offers, whether any such representation given by a Holder is
correct and, if such investigation is undertaken and as a result
the Company determines (for any reason) that such representation is
not correct, such tender shall not be accepted.
Forward-Looking Information
This press release may contain forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended. These statements include, but are not limited to,
statements related to the Company's expectations regarding the
performance of its business, financial results, liquidity and
capital resources, contingencies and other non-historical
statements. You can identify these forward-looking statements by
the use of words such as "expects", "hypothetical", "may", "will",
"should", "anticipates" or the negative version of these words or
other comparable words. Such forward-looking statements are subject
to various risks, uncertainties and assumptions. The Company is
under no obligation (and expressly disclaims any such obligation)
to update or alter its forward-looking statements whether as a
result of new information, future events or otherwise. More
detailed information about these and other factors is set forth in
the Offer to Purchase.
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END
RTEDKFBNBBKDDQB
(END) Dow Jones Newswires
April 28, 2021 08:33 ET (12:33 GMT)
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