Abu Dhabi National Energy Co PJSC Announces Result of Tender Offer
*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 early tender results of its cash tender offer for its 3.625% Notes due January 2023*
*ABU DHABI, UAE / ACCESSWIRE / May 7, 2021 /* Abu Dhabi National Energy Company PJSC (the "Company") announces the early tender results as of 5:00 p.m. (New York City Time) on May 6, 2021 (the "Early Tender Date") of its previously announced offer to purchase for cash (the "Maximum Tender Offer") up to U.S.$250,000,000 (the "Maximum Tender Amount") of its outstanding 3.625% Notes due January 2023 (the "Maximum Tender Offer 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").
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 Early Tender Date, the amounts set forth in the table below of the Maximum Tender Offer Notes had been validly tendered and not validly withdrawn. Because the principal amount of the Maximum Tender Offer Notes validly tendered and not withdrawn as at the Early Tender Date was greater than the Maximum Tender Amount, the Company has accepted the Maximum Tender Offer Notes validly tendered for purchase at or prior to the Early Tender Date on a pro rata basis (as described in the Offer to Purchase).
The "MTO Total Consideration" payable per U.S.$1,000 principal amount of Maximum Tender Offer Notes validly tendered and accepted for purchase was determined by the Joint Dealer Managers based on a fixed spread over the bid-side yield of the Reference U.S. Treasury Security, as set forth in the table below, in accordance with standard market practice as of 10:00 a.m. (New York City Time) on May 6, 2021. The MTO Total Consideration payable by the Company per U.S.$1,000 principal amount of Maximum Tender Offer Notes accepted for purchase will be U.S.$1,053.66.
*Title of Security*
*Securities Codes*
*Principal Amount Accepted for Purchase*
*Early Tender Payment*
*^(a)*
*Fixed Spread (bps)*
*Reference U.S. Treasury Security*
*Bloomberg Reference Page*
*Reference Yield**^(b)*
*MTO Total Consideration*
*^(a), (c)*
*Principal Amount Outstanding after the Maximum Tender Offer*
*Proration Factor*
3.625% Notes
Due January 2023
*Rule 144A Notes*
CUSIP: 00386S AL6/
ISIN: US00386SAL60
*Regulation S Notes*
ISIN: XS0863524277
U.S.$250,000,000
U.S.$30
25
0.125% U.S. Treasury Notes due March 31, 2023
FIT1
0.152%
U.S.$1,053.66
U.S.$1,000,000,000
72.8391%
___________________
(a) Per U.S.$1,000 principal amount.
(b) Determined on May 6, 2021 at 10:00 a.m., New York City time.
(c) MTO Total Consideration is based on the fixed spread of the Maximum Tender Offer Notes to the bid-side yield of the Reference U.S. Treasury Security as of 10:00 a.m., New York City time, on May 6, 2021. The MTO Total Consideration includes an Early Tender Payment equal to the amount set forth under "Early Tender Payment".
It is anticipated that payment for the Maximum Tender Offer Notes that were validly tendered and accepted for purchase as of the Early Tender Date will be made on or around May 10, 2021, the second business day after the Early Tender Date.
The Maximum Tender Offer will expire at 5:00 p.m. (New York City Time) on May 20, 2021. However, because the Maximum Tender Offer has been fully subscribed as of the Early Tender Date, holders who tender Maximum Tender Offer Notes after the Early Tender Date will not have any of their Maximum Tender Offer Notes accepted for purchase. Any Maximum Tender Offer Notes tendered after the Early Tender Date, together with any Maximum Tender Offer Notes tendered at or prior to the Early Tender Date but not accepted for purchase by the Company, will be returned to the holders thereof as described in the Offer to Purchase.
The withdrawal deadline for the Maximum Tender Offer was 5:00 p.m. (New York City Time) on May 6, 2021 and has not been extended. Accordingly, previously tendered Maximum Tender Offer Notes and Maximum Tender Offer Notes tendered after such withdrawal deadline may not be withdrawn, subject to applicable law.
*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 Maximum Tender Offer, and Lucid Issuer Services Limited to act as the Tender and Information Agent for the Maximum Tender Offer.
Questions regarding the Maximum Tender Offer 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 Maximum Tender Offer is only being made pursuant to the Offer to Purchase. Holders are urged to carefully read the Offer to Purchase before making any decision with respect to the Maximum Tender Offer.*
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 Maximum Tender Offer 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 Maximum Tender Offer 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 Maximum Tender Offer 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 Maximum Tender Offer, this announcement, the Offer to Purchase or any other document or materials relating to the Maximum Tender Offer 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 Maximum Tender 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 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 Maximum Tender Offer Notes that are resident and/or located in Italy can tender Maximum Tender Offer Notes 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 Maximum Tender Offer Notes and/or the Maximum Tender Offer.
*France*
The Maximum Tender Offer is 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 Maximum Tender Offer 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 Maximum Tender Offer. Neither this announcement nor any other document or material relating to the Maximum Tender Offer 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 Maximum Tender Offer is 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 Maximum Tender Offer is 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 Maximum Tender Offer are only being made and the Maximum Tender Offer 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 Maximum Tender Offer 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 Maximum Tender Offer Notes pursuant to a private placement under Article 9 or Article 10 of the KSA Regulations may not offer or sell those Maximum Tender Offer Notes to any person unless the offer or sale is made through an authorised person appropriately licensed by the Saudi CMA and: (1) the Maximum Tender Offer Notes 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 Maximum Tender Offer Notes 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 Maximum Tender Offer Notes (and tenders of Maximum Tender Offer Notes in the Maximum Tender Offer 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 Maximum Tender Offer 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 Maximum Tender Offer 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 Maximum Tender Offer 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 Maximum Tender Offer Notes for purchase pursuant to the Maximum Tender Offer 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 Maximum Tender Offer Notes for purchase pursuant to the Maximum Tender Offer, 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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*SOURCE:* Abu Dhabi National Energy Co PJSC
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