DTEK - Tender Offer (UMDA) & Consent Solicitation - Amendment

DTEK PUBLISHES AMENDMENT TO AMENDED AND RESTATED TENDER OFFER AND

CONSENT SOLICITATION MEMORANDUM AND FURTHER EXTENDS TENDER OFFER AND CONSENT SOLICITATION

05 OCTOBER 2023

Full announcement including disclaimers and disclosures, are available via Euronext

...

Reference is made to the Tender Offer and Consent Solicitation announced by DTEK Holdings Limited (the “Offeror”) and DTEK Energy B.V. (the “Issuer”) on 12 September 2023, relating to the 7.0/7.5% Senior Secured PIK Toggle Notes due 2027, originally issued by DTEK Finance plc, with DTEK Energy B.V. as successor issuer to DTEK Finance plc (ISIN: XS2342930521) (the “Notes”).

The Offeror and the Issuer published today an amendment (the “Amendment to the Tender Offer and Consent Solicitation Memorandum”) to the amended and restated tender offer and consent solicitation memorandum dated 25 September 2023 (as amended or modified from time to time, the “Tender Offer and Consent Solicitation Memorandum”) and announced a further extension to the Tender Offer and Consent Solicitation.

The amended terms of the proposed amendments to the Indenture received support from a group of Noteholders. Holders of the Notes are urged to review the terms of the Amendment to the Tender Offer and Consent Solicitation Memorandum in full.

The new Expiration Deadline is 5:00 p.m. (London time) on 10 October 2023. The new date for the announcement of the results of the Tender Offer is on or about 11 October 2023. The expected Settlement Date is 30 October 2023."

...

---

DTEK FURTHER EXTENDS TENDER OFFER AND CONSENT SOLICITATION

03 OCTOBER 2023

Full announcement including disclaimers and disclosures, are available via Euronext

...

"The Offeror and the Issuer announced today a further extension to the Tender Offer and Consent Solicitation. The new Expiration Deadline is 5:00 p.m. (London time) on 9 October 2023.

The new date for the announcement of the results of the Tender Offer is on or about 10 October 2023. The expected Settlement Date is 27 October 2023.

The Offeror and the Issuer intend to publish later today an amendment to the amended and restated tender offer and consent solicitation memorandum dated 25 September 2023 (as amended or modified from time to time, the “Tender Offer and Consent Solicitation Memorandum”) reflecting the progress of discussion on the terms of the proposed amendments to the Indenture with a group of Noteholders."

...

---

DTEK EXTENDS TENDER OFFER AND CONSENT SOLICITATION

28 SEPTEMBER 2023

Full announcement including disclaimers and disclosures, are available via Euronext

...

"DTEK Holdings Limited (the “Offeror”) and DTEK Energy B.V. (the “Issuer”) announce today that they will extend the deadline for holders of the 7.0/7.5% Senior Secured PIK Toggle Notes due 2027, originally issued by DTEK Finance plc, with DTEK Energy B.V. as successor issuer to DTEK Finance plc (ISIN: XS2342930521) (the “Notes”) to:

(A) tender any and all of their Notes for purchase by the Offeror for cash at prices to be determined pursuant to an unmodified Dutch auction (the “Tender Offer”); or

(B) consent to the Proposed Amendments (the “Consent Solicitation”). The new Expiration Deadline is 5:00 p.m. (London time) on 4 October 2023."

...

---

DTEK PUBLISHES AMENDED AND RESTATED TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM

25 SEPTEMBER 2023

Full announcement including disclaimers and disclosures, are available via Euronext

...

"Pursuant to this Tender Offer and Consent Solicitation Memorandum, the following changes have been made by the Issuer and the Offeror:



deadlines for submissions of the instructions and other relevant dates have been extended;



the Offeror has undertaken not to decrease the Maximum Acceptance Amount and has provided for a form of instruction to permit holders to revoke their consents to the extent their tender offers are not accepted;



Consent Consideration has been increased to 1.00%; and



certain revisions have been made to the Proposed Amendments.

Accordingly, holders of the Notes are urged to review the terms of this Tender Offer and Consent Solicitation in full.

The new Expiration Deadline is 5:00 p.m. (London time) on [2] October 2023. All Tender Instructions and Consent Only Instructions submitted prior to the date of the Tender Offer and Consent Solicitation Memorandum shall be deemed revoked as of the date hereof. Noteholders must resubmit their Tender Instructions or Consent Only Instructions at or prior to the new Expiration Deadline in order to participate in the Tender Offer and/or the Consent Solicitation."

...

---

DTEK LAUNCHES CASH TENDER OFFER AND CONSENT SOLICITATION

12 SEPTEMBER 2023

Full announcement available via EURONEXT

"DTEK Holdings Limited (the “Offeror”) and DTEK Energy B.V. (the “Issuer”) announced today an invitation to the holders of the 7.0/7.5% Senior Secured PIK Toggle Notes due 2027, originally issued by DTEK Finance plc, with DTEK Energy B.V. as successor issuer to DTEK Finance plc (ISIN: XS2342930521) (the “Notes”) to:

(A) tender any and all of their Notes for purchase by the Offeror for cash at prices to be determined pursuant to an unmodified Dutch auction (the “Tender Offer”); or

(B) consent to the Proposed Amendments (as defined below) (the “Consent Solicitation”)."

...

...

"Background and Rationale for the Tender Offer

The Group is launching the Tender Offer alongside the Consent Solicitation, aiming to further repay its debt and align its leverage with market levels for comparable companies. The Group’s management has carefully analysed current liquidity, near-term operational needs of the Group against its current and forthcoming receipts under accumulated accounts receivable for the past periods, the burden of further payments for the outstanding Notes, multiple risks and limitations on its trading and expenditures. Based on these considerations, management has come to the view that, under the current wartime conditions and volatile, inflationary macro-economic environment, it would be economically beneficial for both the Noteholders and the Group’s overall financial performance to conduct additional repayments via an unmodified Dutch auction mechanism. The Tender Offer is structured as an unmodified Dutch auction, in a manner identical to the Discounted Notes Repurchase announced in November 2022 and the previous tender offers recently completed by the Group."

...

---

****PREVIOUS DTEK OFFER DETAILS BELOW****

---

DTEK HOLDINGS LIMITED ANNOUNCES RESULTS OF TENDER OFFER

24 MARCH 2023

Full announcement available via EURONEXT.

"Final Results of the Tender Offer

The Offeror, in consultation with the Tender Agent, has determined that tenders representing Notes in the aggregate principal amount of U.S.$193,532,850 will be accepted for purchase. The sum of all Purchase Price Payments equals U.S.$80,000,000.

The Settlement Date is on or about 14 April 2023.

Following the settlement of the Tender Offer, the aggregate principal amount of Notes outstanding will be U.S.$1,506,874,012 (of which U.S.$193,532,850 will be held by a Guarantor, in addition to U.S.$79,508,689 previously repurchased by the Offeror, and will not be outstanding for the purposes of the Indenture and will not having voting rights).

Notes that have not been tendered and accepted for purchase by the Offeror pursuant to the Tender

Offer will remain outstanding and will remain subject to the terms and conditions of such Notes."

---

DTEK HOLDINGS LIMITED INCREASES MAXIMUM ACCEPTANCE AMOUNT AND EXTENDS TENDER OFFER

20 MARCH 2023

Full announcement available via EURONEXT.

"The Offeror announced today that it has exercised its right, in accordance with the terms and conditions set out in the Tender Offer Memorandum, to increase the Maximum Acceptance Amount for the Tender Offer to U.S.$80,000,000. The decision by the Offeror to increase the Maximum Acceptance Amount has been made in response to a high amount of Tender Instructions submitted by investors.

The Offeror has also extended the Expiration Deadline for the Tender Offer to 5:00 p.m. (London time) on 23 March 2023. The Offeror will announce the final results of the Tender Offer on or about 24 March 2023. The expected Settlement Date is on or about 14 April 2023."

---

DTEK HOLDINGS LIMITED LAUNCHES CASH TENDER OFFER.

06 MARCH 2023

Full announcement available via EURONEXT.

DTEK Holdings Limited (the “Offeror”) announced today an invitation to the holders of the 7.0/7.5% Senior Secured PIK Toggle Notes due 2027, originally issued by DTEK Finance plc, with DTEK Energy B.V. as successor issuer to DTEK Finance plc (the “Notes”) to tender any and all of their Notes for purchase by the Offeror for cash at prices to be determined pursuant to an unmodified Dutch auction (the “Tender Offer”).

The Tender Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 6 March 2023 (the “Tender Offer Memorandum”). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

...

...

Background

On The Group’s Operations

On 24 February 2022, the Russian Federation commenced an invasion of Ukraine resulting in a full-scale war across the Ukrainian state, which had impact on all areas of the Ukrainian economy in response to which the Government of Ukraine declared martial law and the National Bank of Ukraine imposed a moratorium on cross-border payments. On 28 February 2022, the Chamber of Commerce and Industry of Ukraine confirmed that the ongoing hostilities had resulted in the occurrence of a force majeure situation in Ukraine.

The situation in Ukraine remains very uncertain and volatile. The war continues and, since October 2022, the Group (as defined in the Indenture) and the nation have endured massive missile attacks targeting the entire energy infrastructure of Ukraine. The Group’s assets and operations, continue to face ongoing threats from the increased targeted illegal bombardment of civilian and energy infrastructure across Ukrainian cities, resulting in significant damage to a number of power generation, networks and distribution facilities. As the duration and impact of the war in Ukraine remains unclear at this time, it remains not possible to reliably estimate full severity of the consequences, or their impact on the financial position and results of the Group for future periods.

As a result, the Group has experienced a number of significant challenges and disruptions, which could have a material impact on the Group’s performance over the following periods and could cause actual results to differ materially from expected and historical results. Taking into account the uncertainties of the war and restrictions on the Group’s export trading, it should also be noted that any potential further actions by the National Bank of Ukraine could affect the Group’s future payments under the bonds. In this environment it remains critical that the Group continues to proactively manage its debt maturity and repayment, so as to provide for a more stable capital structure, to enable it to protect its assets, operations and employees.

The Completed Discounted Repurchase and the Tender Offer

As announced in November 2022, the Group has completed a Discounted Notes Repurchase (as defined in the Indenture) pursuant to Section 3.09(b) of the Indenture based on the daily average excess cash of approximately U.S.$32.5 million during the first half of 2022. This excess cash amount has allowed the Group to repurchase approximately $154 million in the nominal amount of Notes. The concluded repurchase process has also demonstrated that there remained significant unfilled supply from the holders of the Notes. On 16 December 2022, the Group also completed a repurchase of U.S.$80,035,658 in the aggregate principal amount of Notes pursuant to a further voluntary unmodified Dutch auction tender offer (the “Second Repurchase”).

The Group’s management has further carefully analysed current liquidity, near-term operational needs of the Group against its current and forthcoming receipts under accumulated accounts receivable for the past period, the burden of further payments for the outstanding Notes, multiple risks and limitations on its trading and expenditures. Based on these considerations, management has come to the view that, under the current unforeseen circumstances, wartime, and volatile, inflationary macro-economic environment, it would be preferrable and economically supportive for the Noteholders and to the Group’s overall economic results to

conduct additional repayments via an unmodified Dutch Auction mechanism. Based on the outlined management analysis and considerations and under the current circumstances, the Group supervisory board considers the Tender Offer to be in the best interest of the Group creditors and all stakeholders. The Tender Offer is structured as an unmodified Dutch auction, in a manner identical to the Discounted Notes Repurchase and the Second Repurchase recently completed by the Group.