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ORNEX LIMITED - TENDER OFFER - AMENDMENT

ORNEX LIMITED ANNOUNCES AMENDMENT OF ITS TENDER OFFER


14 FEBRUARY 2023


Full announcement available via EURONEXT.


"Ornex Limited (the “Offeror”) today announces the amendment of its invitation to holders of the €325,000,000 8.50% Senior Notes due 2024 issued by DTEK Renewables Finance B.V. (the “Notes”) to tender such Notes for purchase by the Offeror for cash, at a price to be determined pursuant to an unmodified Dutch auction, up to the Aggregate Tender Consideration (the “Offer”).


The Offer was announced on 27 January 2023 and is made on the terms and subject to the conditions contained in the tender offer memorandum dated 27 January 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.


The Offeror hereby announces that the Aggregate Tender Consideration shall be reduced to €14,867,440. All other terms of the Offer and the Tender Offer Memorandum remain the same. In accordance with the terms and conditions of the Tender Offer Memorandum, all Notes tendered prior to the date of such amendment shall remain irrevocable."

 

ORNEX LIMITED ANNOUNCES THE EXTENSION AND AMENDMENT OF ITS TENDER OFFER


10 FEBRUARY 2023


Full announcement available via EURONEXT.


Ornex Limited (the “Offeror”) today announces the extension and amendment of its invitation to holders of the €325,000,000 8.50% Senior Notes due 2024 issued by DTEK Renewables Finance B.V. (the “Notes”) to tender such Notes for purchase by the Offeror for cash, at a price to be determined pursuant to an unmodified Dutch auction, up to the Aggregate Tender Consideration (the “Offer”).

"The Offer was announced on 27 January 2023 and is made on the terms and subject to the conditions contained in the tender offer memorandum dated 27 January 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.


The Offeror hereby announces that the Expiration Deadline is extended from 4:00 p.m. (London time) on 10 February 2023 to 4:00 p.m. (London time) on 14 February 2023 and, accordingly, the Announcement Date is amended to on or around 16 February 2023 (except, in each case, as such dates may subsequently be extended again or to the extent the Offer may be earlier terminated by the Offeror).


All amendments to the Offer and the Tender Offer Memorandum are set forth above and all other terms of the Offer and the Tender Offer Memorandum remain the same. In accordance with the terms and conditions of the Tender Offer Memorandum, all Notes tendered prior to the date of such amendments shall remain irrevocable."

 

ORNEX LIMITED ANNOUNCES AN OFFER TO THE HOLDERS OF THE €325,000,000 8.50% SENIOR NOTES DUE 2024 ISSUED BY DTEK RENEWABLES FINANCE B.V. - UNMODIFIED DUTCH AUCTION


27 JANUARY 2023


Full announcement available via EURONEXT.


(Scroll down to see previous offer(s))


"Ornex Limited (the “Offeror”) has today invited holders of the €325,000,000 8.50% Senior Notes due 2024 issued by DTEK Renewables Finance B.V. (the “Notes”) to tender such Notes for purchase by the Offeror for cash, at a price to be determined pursuant to an unmodified Dutch auction, up to an Aggregate Tender Consideration (as defined below) (the “Offer”).


The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 27 January 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 to the Offer


On 24 February 2022, Russian forces commenced an invasion of Ukraine resulting in a full-scale war across the Ukrainian state. In response, the Government of Ukraine declared martial law and, 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. As a result, the Group has experienced a number of significant challenges and disruptions, including, but not limited to:


• The Group’s electricity production decreased by approximately 70% during the period from March 2022 to December 2022 compared to the same period in 2021, from 1,739 MWh to 521 MWh.


• On 24 February 2022, Ukrenergo instructed all Ukrainian renewable energy producers to cease production activities in order to ensure the stability and balancing of the Ukrainian energy sector. Such restrictions were lifted on 2 March 2022, but only the Group’s solar power plants have been able to recommence operations. The Group’s wind power assets, which represent approximately 50% of the Group’s total generation capacity, are not currently operating because of damage to the local electricity grid and due to their proximity to the military activity. Further, the Group’s windfarms are located on territory that is temporarily not controlled by the Ukrainian government. In addition, generation at Tryfanovskaya SPP was suspended in May 2022 due to damage caused to the local distribution network and regular shelling in the area. Operations at Tryfanovskaya SPP only recommenced in December 2022 following the liberation of the territory on which Tryfanovskaya SPP is situated in Autumn 2022, although the SPP is currently only able to operate at 15% of its installed capacity because of damage to the local distribution system operator’s substation. The Group is still inspecting the extent of such damage.


• The Group has not been paid in full for electricity provided by it to the Guaranteed Buyer during 2021 and 2022. The Group has received only the following percentages of the total amounts due and payable to it by the Guaranteed Buyer for the relevant periods stated: (i) 88% for February 2022, (ii) between 17% and 33% for March-July, (iii) 50% for August 2022, (iv) 68% for September 2022, (v) 75% for October 2022, (vi) 93% for November 2022, (vii) 84% for December 2022, and (viii) 99% for the first twenty days of January 2023. The Guaranteed Buyer owed in aggregate €32.4 million to the Group as of 1 January 2023, of which €2.8 million relates to electricity purchased in 2021 and €29.6 million related to electricity purchased in 2022.


• At the request of Ukrenergo, the Group has significantly increased the amount of curtailment services provided by it since the commencement of the war, but it has only received 49% of the payments due to it from Ukrenergo for such services.


• The recalculation of the applicable FiT to incorporated exchange rate adjustments was suspended until the end of September 2022, and the payment of FiT reflecting such adjustments only resumed in October 2022.

The Group continues to face significant risks and impediments.

The purpose of the Offer is to enable the Group to optimise its capital structure by deleveraging and decreasing its debt burden. The Offeror may, at its discretion, at any time and from time to time, elect to cancel, hold and/or sell any or all of the Notes purchased by it pursuant to the Offer."

 

***PREVIOUS OFFER DETAILS BELOW***

 

ORNEX LIMITED ANNOUNCES THE EXTENTION AND AMENDMENT OF ITS TENDER OFFER


Full announcement available via EURONEXT.


"The Offer was announced on 22 November 2022 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 22 November 2022 (the “Tender Offer Memorandum”). The Offer was extended on 1 December 2022 and the Expiration Deadline occurred at 4:00 p.m. (London time) on 9 December 2022. Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.


The Offeror hereby announces the following results of the Offer:


• Aggregate principal amount of Notes accepted for purchase: € 8,600,000


• Aggregate Total Amounts payable to Noteholders: € 2,582,647.20


• Highest Accepted Price: € 300 per € 1,000


The Effective Date is expected to occur on 16 December 2022."

 

ORNEX LIMITED ANNOUNCES THE EXTENTION AND AMENDMENT OF ITS TENDER OFFER



Full announcement available via EURONEXT.


"The Offeror hereby announces that the Expiration Deadline is extended from 4:00 p.m. (London time) on 1 December 2022 to 4:00 p.m. on 9 December 2022 and, accordingly, the Announcement Date and the Effective Date are amended to on or around 13 December 2022 and 16 December 2022, respectively (except, in each case, as such dates may subsequently be extended again or to the extent the Offer may be earlier terminated by the Offeror).

All amendments to the Offer and the Tender Offer Memorandum are set forth above and all other terms of the Offer and the Tender Offer Memorandum remain the same. In accordance with the terms and conditions of the Tender Offer Memorandum, all Notes tendered prior to the date of such amendments shall remain irrevocable."

 

ORNEX LIMITED ANNOUNCES AN OFFER TO THE HOLDERS OF THE €325,000,000 8.50% SENIOR NOTES DUE 2024 ISSUED BY DTEK RENEWABLES FINANCE B.V.


22ND NOVEMBER 2022


Full announcement available via EURONEXT.



"Ornex Limited (the “Offeror”) has today invited holders of the €325,000,000 8.50% Senior Notes due 2024 issued by DTEK Renewables Finance B.V. (the “Notes”) to tender such Notes for purchase by the Offeror for cash, at a price to be determined pursuant to an unmodified Dutch auction, up to an Aggregate Tender Consideration (as defined below) (the “Offer”). "

...

"Background to the Offer


On 24 February 2022, Russian forces commenced an invasion of Ukraine resulting in a full-scale war across the Ukrainian state. In response, the Government of Ukraine declared martial law and, 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. As a result, the Group has experienced a number of significant challenges and disruptions, including, but not limited to:


• The Group’s electricity production decreased by approximately 67% during the period from March 2022 to October 2022 compared to the same period in 2021, from 1,390 MWh to 464.1 MWh.


• On 24 February 2022, Ukrenergo instructed all Ukrainian renewable energy producers to cease production activities in order to ensure the stability and balancing of the Ukrainian energy sector. Such restrictions were lifted on 2 March 2022, but only the Group’s solar power plants have been able to recommence operations. The Group’s wind power assets, which represent approximately 50% of the Group’s total generation capacity, are not currently operating because of damage to the local electricity grid and due to their proximity to the military activity. Further, the Group’s windfarms are located on territory that is temporarily not controlled by the Ukrainian government. In addition, generation at Tryfanovskaya SPP has been suspended since May 2022 due to damage caused to the local distribution network and regular shelling in the area.


• The Group has not been paid in full for electricity provided by it to the Guaranteed Buyer during 2021 and 2022. The Group has received only the following percentages of the total amounts due and payable to it by the Guaranteed Buyer for the relevant periods stated: (i) 99% for 2021, (ii) 94% for January and February 2022, (iii) 17% for March, April and May 2022, (iv) 25% for June 2022, (v) 33% for July 2022, (vi) 50% for August 2022, (vii) 68% for September 2022 and (viii) 75% for October 2022. The Guaranteed Buyer owed in aggregate €33.5 million to the Group as of 1 November 2022, of which €2.9 million relates to electricity purchased in 2021.


• At the request of Ukrenergo, the Group has significantly increased the amount of curtailment services provided by it since the commencement of the war, but it has only received 49% of the payments due to it from Ukrenergo for such services.


• The recalculation of the applicable FiT to incorporated exchange rate adjustments was suspended until the end of September 2022, and the payment of FiT reflecting such adjustments only resumed in October 2022. The Group continues to face significant risks and impediments.


The purpose of the Offer is to enable the Group to optimise its capital structure by deleveraging and decreasing its debt burden. The Offeror may, at its discretion, at any time and from time to time, elect to cancel, hold and/or sell any or all of the Notes purchased by it pursuant to the Offer. "

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