Vattenfall AB Tender Offer Final Results (7198Z)

TIDM96DV

RNS Number : 7198Z

Vattenfall AB

25 May 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

25 May 2021

VATTENFALL AB (publ) ANNOUNCES FINAL RESULTS OF OFFERS

Further to its announcements on 10 May 2021, 19 May 2021 and 20 May 2021, Vattenfall AB (publ) (the "Company") now announces the final results for the purposes of its invitation to Qualifying Holders of its outstanding SEK3,000,000,000 Fixed Rate Reset Capital Securities due 2077 (ISIN: XS1205627547) (the "Fixed Rate Capital Securities") and SEK3,000,000,000 Floating Rate Capital Securities due 2077 (ISIN: XS1205625251) (the "Floating Rate Capital Securities" and together with the Fixed Rate Capital Securities, the "Capital Securities" and each a "Series") to tender such Capital Securities for purchase by the Company for cash.

The Offers were announced on 10 May 2021 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 10 May 2021 (the "Tender Offer Memorandum") and the announcements made by the Company on 19 May 2021 and 20 May 2021 (the "Announcements") relating to the Capital Securities. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum and the Announcements.

The Expiration Time for the Offers was 5.00 p.m. (CEST) on 24 May 2021.

The Company hereby announces that, subject to the Transaction Condition being waived or satisfied, it will accept for purchase at the relevant Purchase Price all Capital Securities validly Offered for Sale under the Offers pursuant to Tender Instructions, without scaling, in an aggregate principal amount of SEK 2,837,290,000. The aggregate principal amount of each Series validly accepted for purchase (each a "Series Acceptance Amount") will be as set out in the table below.

 
                    Description                          ISIN       Series Acceptance Amount    Purchase Price 
  SEK3,000,000,000 Fixed Rate Capital Securities     XS1205627547       SEK1,023,490,000       102.16 per cent. 
                                                    -------------  -------------------------  ----------------- 
 SEK3,000,000,000 Floating Rate Capital Securities   XS1205625251       SEK1,813,800,000       101.52 per cent. 
                                                    -------------  -------------------------  ----------------- 
 

Capital Securities purchased by the Company pursuant to the Offers will be cancelled by the Company. Capital Securities which have not been validly submitted and accepted for purchase pursuant to the Offers will remain outstanding.

Payment of the Tender Consideration in respect of the Capital Securities will occur on the Settlement Date for the Offers which is expected to be 26 May 2021, subject to the right of the Company to amend or vary the terms of (including the timetable for) the Offers.

Any requests for information in relation to the Offers should be directed to the Dealer Managers or the Tender Agent whose contact details are listed below.

 
    Citigroup Global Markets Limited                    DEALER MANAGERS                      Swedbank AB (publ) 
             Citigroup Centre                Skandinaviska Enskilda Banken AB (publ)   Large Corporates & Institutions 
              Canada Square                      Kungsträdgårdsgatan 8             SE-105 34 Stockholm 
               Canary Wharf                            SE-106 40 Stockholm                         Sweden 
              London E14 5LB                                 Sweden                    Telephone: [phone] 
              United Kingdom                     Telephone: [phone]               Attn: Syndicate 
     Telephone: [phone]               Attn: Liability Management           Email: [e-mail] 
     Attn: Liability Management Group         Email: [e-mail] 
Email: [e-mail] 
 

THE TENDER AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Tel: [phone]

Attn: Mu-yen Lo/Owen Morris

Email: [e-mail]

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum and the Announcements. This announcement, the Tender Offer Memorandum and the Announcements contain important information. If any Qualifying Holder is in any doubt as to the contents of this announcement, the Tender Offer Memorandum, the Announcements or the action it should take, it is recommended to seek its own financial, legal and tax advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

None of the Company, the Dealer Managers or the Tender Agent or any of their respective directors, employees, officers, agents or affiliates has expressed any opinion about the merits of the Offers or made any recommendation as to whether or not any Qualifying Holder should Offer to Sell its Capital Securities and no one has been authorised by the Company, the Dealer Managers or the Tender Agent to make any such recommendation.

Nothing in this announcement or the Tender Offer Memorandum or the Announcements or the electronic transmission thereof constitutes an invitation to participate in the Offers in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement, the Tender Offer Memorandum and the Announcements in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Tender Offer Memorandum and/or the Announcements comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

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May 25, 2021 03:45 ET (07:45 GMT)