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Elia Group SA/NV - Tender Offer - Launch

Updated: Mar 17, 2023

Elia Group SA/NV Announces Cash Tender Offer for its €700,000,000 Fixed Rate Reset Undated Subordinated Securities

07 MARCH 2023

Full announcement available via marketscreener.

7 March 2023. Elia Group SA/NV (the Offeror) announces today an invitation to holders of its outstanding €700,000,000 Fixed Rate Reset Undated Subordinated Securities (ISIN: BE0002597756) (the Securities) to tender such Securities for purchase by the Offeror for cash (such invitation, the Offer). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 7 March 2023 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offer, and is subject to the offer restrictions set out below, as more fully described in the Tender Offer Memorandum. For detailed terms of the Offer, please refer to the Tender Offer Memorandum, copies of which are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offer A summary of certain of the terms of the Offer appears below:



Rationale for the Offer

The purpose of the Offer and the planned issuance of New Securities is, amongst other things, to proactively manage the Offeror’s layer of hybrid capital. As mentioned below in "New Issue Condition", it is the intention of the Offeror to issue concurrently with the Offer a series of new euro-denominated fixed rate reset undated subordinated securities (the New Securities) for an aggregate amount of up to €500,000,000. The Offer provides Holders with the opportunity to sell their current holdings in the Securities ahead of the upcoming first call date and to subscribe to the New Securities, although Holders should note that the Offeror is not obliged to allocate any New Securities to a Holder that has validly tendered or indicated a firm intention to tender its Securities for purchase pursuant to the Offer and, if any such New Securities are allocated, the principal amount thereof may be less or more than the principal amount of Securities tendered by such Holder and accepted for purchase by the Offeror pursuant to the Offer. If €500,000,000 in aggregate principal amount of the Securities are validly tendered and accepted for purchase by the Offeror and €500,000,000 in aggregate principal amount of the New Securities are issued, €200,000,000 of the current €700,000,000 hybrid capital of the Offeror would remain outstanding after the Settlement Date. In such a case and in order to maintain an equal amount of equity for rating agency purposes upon a redemption of the Securities, the Offeror expects to compensate for the loss of €200,000,000 in hybrid capital (which is credited as equity for 50 per cent. of the amount by the rating agency) by allocating €100,000,000 of the amount of equity the Offeror successfully raised in the context of its recent rights offering of June 2022 for such purposes. This will allow the Offeror to comply with the S&P’s hybrid criteria, maintain the equity content within the applicable layer of hybrid capital and protect its credit metrics (as adjusted by S&P). The Offeror is furthermore contemplating exercising its call option pursuant to Condition 5(b) (Issuer’s Call Option) of the Securities during the period from, and including, the first call date (5 September 2023) to and including the first reset date (5 December 2023) in respect of the Securities which have not been validly tendered and accepted for purchase pursuant to the Offer, at their principal amount together with any accrued and unpaid interest (including any deferred interest). In the event the Offeror elects to proceed with the optional redemption of any outstanding Notes, it will publish formal notice of redemption in due course in accordance with the terms and conditions of the Securities. This statement of intention is not a formal notice of redemption to the Noteholders pursuant to the terms and conditions of the Securities. Securities purchased by the Offeror pursuant to the Offer are expected to be cancelled and will not be re-issued or re-sold.

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