Drax Finco plc - Tender Offer 2024 (XS) - Maximum Acceptance Amount

Drax Finco plc announces Maximum Acceptance Amount in respect of the Tender Offer for its outstanding €250,000,000 2.625 % Senior Secured Notes due 2025 (ISIN: XS2247614063)

18 APRIL 2024

Full announcement including disclaimers and offer restrictions available via Luxse

"18 April 2024. Further to the announcement on 16 April 2024 (the Offer Announcement) and following a separate announcement on pricing of the New Notes (as defined in the Offer Announcement), Drax Finco plc (the Offeror) announces today the Maximum Acceptance Amount (as defined in the Offer Announcement) in respect of its invitation to holders of its outstanding €250,000,000 2.625 % Senior Secured Notes due 2025 (ISIN: XS2247614063) (the Notes) to tender their Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount (subject to the satisfaction (or waiver) of the New Issue Condition) (such invitation, the Offer).

Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Announcement.

Maximum Acceptance Amount

The Maximum Acceptance Amount is €250,000,000 (although the Offeror reserves the right, in its sole and absolute discretion, to accept significantly more or less than such amount, or to accept none of such Notes, for purchase pursuant to the Offer)."

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Drax Finco plc announces Tender Offer for its outstanding €250,000,000 2.625 % Senior Secured Notes due 2025 (ISIN: XS2247614063)

16 APRIL 2024

Full announcement including disclaimers and offer restrictions available via Luxse

16 April 2024. Drax Finco plc (the Offeror) announces today an invitation to holders of its outstanding €250,000,000 2.625 % Senior Secured Notes due 2025 (ISIN: XS2247614063) (the Notes) to tender their Notes for purchase by the Offeror for cash (such invitation, the Offer).

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"Summary of the Offer

(1) Plus accrued interest, equal to interest accrued and unpaid on the Notes validly submitted for tender by such Noteholder and accepted for tender by the Offeror, from and including the immediately preceding interest payment date in respect of such Notes (being 1 November 2023) up to (but excluding) the Settlement Date (as defined below) (2) Maximum Acceptance Amount (as defined below) to be announced as soon as practicable following the pricing of the offering of New Notes (as defined below) and subject to the right of the Offeror to increase or decrease the Maximum Acceptance Amount (as defined below) in its sole and absolute discretion.

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"Rationale for the Offer

Concurrently with the announcement of the Offer, the Offeror has also announced its intention to issue a series of new euro-denominated fixed rate senior secured notes (the New Notes), to be guaranteed by each of the Guarantors, subject to market conditions. The Offeror intends that the net proceeds of the issue of the New Notes will be used by Drax Group Holdings Limited (DGHL) and its subsidiaries and affiliates (together, the Group) for its general corporate purposes, which may include the repayment or prepayment of indebtedness, including pursuant to the Offer (as further described in the relevant Preliminary Offering Memorandum (as defined below)).

The issue of the New Notes and the Offer are intended to extend the Group’s debt maturity profile and reduce the debt refinancing risk of the Group and so optimise the capital structure of the Group. Notes purchased by the Offeror pursuant to the Offer are expected to be cancelled and will not be re-issued or re-sold. DGHL is a Guarantor of the Notes.

The Group does not intend to exercise the call option on the Notes at any point ahead of maturity.

Any Notes that are not tendered as part of the Offer are intended to remain outstanding in accordance with their existing terms and conditions."

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