Eesti Energia AS Termination of Tender Offer announced 16 May 2022 (6402M)

TIDM96DB

RNS Number : 6402M

Eesti Energia AS

24 May 2022

Deutsche Bank announces termination of its Tender Offer for

Eesti Energia Aktsiaselts' EUR500,000,000 2.384 per cent. Notes due 2023

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 (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

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 (EUWA)

24 May 2022. Further to the announcement dated 16 May 2022, Deutsche Bank Aktiengesellschaft (the Offeror) announces today that it has terminated its invitation to holders of the outstanding EUR500,000,000 2.384 per cent. Notes due 2023 (ISIN: XS1292352843) (the Notes) of Eesti Energia Aktsiaselts (the Company) to tender their Notes for purchase by the Offeror for cash (such invitation, the Offer).

The purchase of Notes in the Offer was subject to the satisfaction of the New Issue Condition on or prior to the Tender Offer Settlement Date. The Company has today decided to postpone the issue of its previously announced New Notes, and therefore the New Issue Condition is not expected to be satisfied. In accordance with the terms and conditions of the Offer, the Offeror has therefore taken the decision to terminate the Offer today and consequently will not accept any tenders of Notes for purchase. For the avoidance of doubt, the Purchase Price and the Accrued Interest will not be paid or become payable. Any Notes in respect of which Tender Instructions have been submitted prior to this announcement will be unblocked in the relevant account in the relevant Clearing System.

The Offer was made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 16 May 2022 (the Tender Offer Memorandum) . Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

BNP Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability Management Group; Email: liability.management@bnpparibas.com); Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 8011; Attention: Liability Management Group); and Skandinaviska Enskilda Banken AB (publ) (Telephone: +358 40 585 7898; Attention: Liability Management Group; Email: SEBLiabilityManagement@seb.se) acted as Dealer Managers and Citibank, N.A. (Telephone: +44 20 7508 3867; Attention: Exchange Team; Email: citiexchanges@citi.com) acted as Tender Agent.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Offeror, the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement is made by the Company 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 UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Andri Avila, Chief Financial Officer and Member of the Management Board at the Company.

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May 24, 2022 09:00 ET (13:00 GMT)

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