Genel Energy Holding Company Limited has announced a reverse tender offer (the ‘Buy-Back Offer’) to holders of Genel Energy Finance plc’s (‘the Issuer’) USD 730 million GENEL01 PRO senior unsecured callable bonds with ISIN NO0010710882 (the ‘Bonds’).
All bondholders, subject to legal constraints, are invited to offer Bonds to the Company, being the sole shareholder of Genel Energy Finance plc and guarantor of the Bonds. The Company intends to select one price (‘Maximum Accepted Price’) and buy Bonds offered at and below this Maximum Accepted Price at the price offered by each bondholder (‘Offer Price’).
The Company intends to buy back a minimum of USD 50 million in nominal value of Bonds, and will seek to cancel all Bonds repurchased, including current treasury bonds with nominal value of USD 55.4 million.
The Buy-Back Offer will commence on 30 March 2017 at 09:00 CET and will expire on 6 April 2017 at 16:00 CET. Prior to 09:00 CET on 7 April 2017, the Company will determine the Maximum Accepted Price and consequently the total amount of Bonds to be purchased. The Company may, in its sole discretion, waive, amend, extend, accelerate, terminate or withdraw the Buy-Back Offer at any time.
Information regarding any such amendments will be published under the Issuer’s ticker on www.newsweb.no, the information service of the Oslo Stock Exchange, and www.stamdata.no, the information service of the bond trustee for the Bonds, Nordic Trustee ASA. Cash settlement for the Bonds, including accrued interest, is expected to occur on 11 April 2017.
The Company will only accept offers from a bondholder or beneficial owner of the Bonds (or any person acting as agent, custodian, fiduciary or in another intermediary capacity for a bondholder or beneficial owner) who is not a U.S. person (as such term is defined pursuant to Regulation S under the US Securities Act of 1933, as amended (the ‘Securities Act’)) and who is outside the United States.
The Company has retained DNB Markets as broker to manage the Buy-Back Offer. Eligible bondholders may provide offers for sale of all or a portion of their Bonds through submission of the bondholders offer form (the ‘Bondholders Offer Form’) by e-mail to firstname.lastname@example.org. The terms of the Buy-Back Offer and the Bondholders Offer Form will be published on www.stamdata.no or can be obtained by contacting DNB Markets on +47 2416 9354.
(Source: Genel Energy)