ENERGI DANMARK ANNOUNCES SUCCESSFUL CONSENT SOLICITATION

25 May 2020 at 02:15 PM (Danish time)

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ENERGI DANMARK ANNOUNCES SUCCESSFUL CONSENT SOLICITATION


Energi Danmark A/S (“Energi Danmark”) today announces that its solicitation for consents from the holders of its outstanding DKK 750,000,000 Senior Unsecured Floating Rate Notes (ISIN DK0030400973) (the “Notes”) has succeeded.

Capitalised terms defined in the Memorandum (as defined below) shall have the same meaning in this company announcement unless defined differently herein.

Energi Danmark announces that it has obtained approval from the requisite majority of Noteholders to the consent solicitation to approve an extraordinary resolution to the effect that (i) the Final Maturity Date of the Notes is extended from 22 June 2020 to 22 June 2021; (ii) Energi Danmark shall be allowed to at any time, but only in connection with a refinancing of the Notes on the capital markets, to redeem all, but not some only, of the outstanding Notes in full at an amount per Note equal to the Call Amount together with accrued but unpaid Interest and (iii) at the Final Maturity Date, if the Notes have not been redeemed prior thereto, the Issuer shall redeem all, but not some only, of the outstanding Notes with an amount per Note equal to the Final Maturity Date Amount together with accrued but unpaid Interest (the “Consent Solicitation”) as set out in the consent solicitation memorandum dated 6 May 2020 (the “Memorandum”).

On 6 may 2020, Energi Danmark initiated the Written Procedure in respect of the Proposal. The Notice for Written Procedure to consider the Proposal was sent by Nordic Trustee A/S as representative (the “Representative”) to all Noteholders on 6 May 2020. Today, 25 May 2020, the Representative has received the required consents and majority in respect of the Proposal as (i) Noteholders representing 100.00 per cent. of the Adjusted Nominal Amount replying to the Written Procedure voted in favour of the Extraordinary Resolution and (ii) Noteholders representing 81.07 per cent. of the Adjusted Nominal Amount replied to the Written Procedure. Therefore, and in accordance with the Terms and Conditions of the Notes and as set out in the Memorandum, the Representative has today concluded the Written Procedure initiated by the Issuer on 6 May 2020 as the requisite majority consents and quorum in respect of the Proposal have been received by the Representative.

Payment of the Early Consent Fee to the relevant Noteholders and Beneficial Owners of Notes is expected to take place no later than 29 May 2020. The Early Consent Fee of 0.50 per cent. equals DKK 5,000 for each DKK 1,000,000 in nominal amount of Notes subject to a Voting Instruction voted in favour of the Proposal and received by the Solicitation Agent before the Early Consent Fee Deadline at 17:00 (Danish time) on 20 May 2020.

No Consideration Amount will be paid in connection with the Written Procedure. Accordingly, the Call Amount or the Final Maturity Date Amount, as the case may be, will be an amount per Note equal to 101.00 per cent. of the Nominal Amount.

In accordance with the Terms and Conditions and the Memorandum, the Terms and Conditions of the Notes have been amended and restated effective from today, 25 May 2020, to reflect the approval of the Proposal (the “Amended and Restated Terms and Conditions”). The Amended and Restated Terms and Conditions of the Notes is available on the following link: https://www.energidanmark.dk/om-os/investor/erhvervsobligationer/

This company announcement is for information purposes only and is not an offer to sell or a solicitation of an offer to buy any security, nor is it a tender offer with respect to any Notes.

For questions relating to the Consent Solicitation please contact the Solicitation Agent. Relevant contact details are set out below.

Solicitation Agent

Nordea Bank Abp
Email: NordeaLiabilityManagement@nordea.com
Telephone: +45 61 36 03 79

For further information, please contact:

Energi Danmark A/S
CEO Jørgen Holm Westergaard
Email: jhw@energidanmark.dk

Telephone: +45 87 42 62 60
Mobile: +45 22 37 87 80