DTEK RENEWABLES FINANCE B.V. prices EUR 325,000,000 8.50 per cent. Senior Notes due 2024
On Tuesday, 5 November, DTEK RENEWABLES FINANCE B.V. (the “Issuer”) successfully priced a debut EUR 325 million 5-year green bond offering of 8.50% senior notes (the “Notes”) guaranteed by its parent, DTEK RENEWABLES B.V. (the “Company”), as well as by SOLAR FARM-3 LLC and ORLOVKA WEP LLC, which are both subsidiaries of the Company. The Notes are being issued in accordance with Rule 144A and Regulation S. The Notes are expected to be listed on the Global Exchange Market of Euronext Dublin on or about 12 November 2019 and to be rated B by Fitch Ratings Limited and B- by Standard & Poor’s Global Ratings. On closing, the issuance is expected to be the first green bond issuance by a Ukrainian issuer.
The Company will use the proceeds of the Notes to, among other things, finance and/or refinance its existing wind power and solar power projects as well as to finance the development of green projects which are aimed at increasing the production, connection and distribution of renewable energy and related infrastructure. The Company will report on the allocation of the net proceeds of the Notes and the associated environmental impact annually until the full allocation has been made. The report will be published on the Company’s website. An independent auditor will also review the allocation of the proceeds in relation to its asset selection criteria and environmental metrics as aligned with market best practice, which will be made available as part of the aforementioned report.
Raiffeisen Bank International and Renaissance Capital are acting as Joint Bookrunners, and PUBLIC JOINT STOCK COMPANY JOINT STOCK BANK “UKRGASBANK” is acting as Co-Lead Manager. Latham & Watkins LLP, Avellum and Van Doorne N.V. are acting as legal advisors to the Company, and Linklaters LLP and Sayenko Kharenko are acting as legal advisors to the Joint Bookrunners and the Co-Lead Manager.
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The securities referred to in this Announcement are not intended to be sold and should not be sold to retail clients in the European Economic Area (“EEA”), as defined in the rules set out in the Markets in Financial Instruments Directive 2014/65/EU (“MiFID II”), as amended or replaced from time to time.
In any member state of the EEA, this Announcement is only addressed to and is only directed at qualified investors (“Qualified Investors”) within the meaning of Article 2(e) of Regulation (EU) 2017/1129.
This Announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The securities of the Issuer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws of the United States. Accordingly, any securities of the Issuer will be offered and sold outside the United States in accordance with Regulation S under the Securities Act and if in the United States only to qualified institutional buyers (“QIBs”) in accordance with Rule 144A under the Securities Act. Any offering of securities will be made by means of an offering circular that will contain detailed information about the Issuer making the offer and its financial information. The Issuer does not intend to register any of its securities in the United States. No public offering of securities of the Issuer will be made in the United States or in any other jurisdiction.
This Announcement is not intended to, and shall not, constitute or contain an offer to sell or solicitation of an offer to purchase the securities referred to herein by any person in any jurisdiction where it is unlawful to make an offer or solicitation. The distribution of the Announcement and the offer or sale of the securities referred to herein in certain jurisdictions is restricted by law. This Announcement may not be used for or in connection with, and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstance in which such offer or solicitation is not authorised or is unlawful.
In the United Kingdom, this Announcement is being distributed only to, and is directed only at, (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (the “FSMA”) (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth individuals, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order; and (iii) other persons to whom an invitation or inducement to engage in investment activities may otherwise be communicated without contravention of section 21 of the FSMA (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this Announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.
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