Abu Dhabi National Energy Company PJSC announces the commencement of offers to purchase for cash

LONDON, April 19, 2021 /PRNewswire/ --

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Abu Dhabi National Energy Company PJSC ("TAQA" or the "Company") announces that it has commenced (i) an offer to purchase for cash (the "Any and All Tender Offer") any and all of its outstanding 3.625% Notes due June 2021 and 5.875% Notes due December 2021 (together, the "Any and All Notes") and (ii) an offer to purchase for cash (the "Maximum Tender Offer" and, together with the Any and All Tender Offer, the "Tender Offers") up to the Maximum Tender Amount (as defined below) of its outstanding 3.625% Notes due January 2023 (the "Maximum Tender Offer Notes" and, together with the Any and All Notes, the "Securities"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 19, 2021 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Notice of Guaranteed Delivery dated April 19, 2021 (as it may be amended or supplemented from time to time, the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents").

The Offer to Purchase is available, subject to eligibility confirmation and registration, from the website for the Tender Offers: https://deals.lucid-is.com/taqa. Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Offer to Purchase.

The Any and All Tender Offer

The following table summarizes the pricing terms for the Any and All Tender Offer:

Title of Security	Securities Codes	Principal Amount Outstanding	Any and All Total Consideration(1)
3.625% Notes Due June 2021	Rule 144A Notes CUSIP: 00388WAD3/ISIN: US00388WAD39 Regulation S Notes ISIN: XS1435072548	U.S.$750,000,000	U.S.$1,006.40
5.875% Notes Due December 2021	Rule 144A Notes CUSIP: 00386S AJ1/ISIN: US00386SAJ15 Regulation S Notes ISIN: XS0717839871	U.S.$750,000,000	U.S.$1,038.00

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(1)   Per U.S.$1,000 in principal amount of Securities accepted for purchase pursuant to an Any and All Tender Offer.

An indicative timetable of the Any and All Tender Offer is set out below under "Expected Timetable of Events". The Any and All Tender Offer will expire at 5:00 p.m. (New York City Time) on April 27, 2021 (such time and date, as the same may be extended, the "Any and All Expiration Date"). Unless the Any and All Tender Offer is earlier terminated or withdrawn by the Company, holders who validly tender Any and All Notes at or prior to 5:00 p.m. (New York City Time) on April 27, 2021 will be eligible to receive the Any and All Total Consideration (as described below). Any and All Notes tendered may be withdrawn at any time at or prior to 5:00 p.m. (New York City Time) on April 27, 2021 but not thereafter.

The "Any and All Total Consideration" offered per U.S.$1,000 principal amount of each series of Any and All Notes validly tendered and accepted for purchase pursuant to the Any and All Tender Offer will be the consideration per U.S.$1,000 in principal amount of the relevant series of Any and All Securities set out in the table above.

Payment for the Any and All Notes that are validly tendered and accepted for purchase will be made either on the date referred to as the "Any and All Settlement Date" or on the date referred to as the "Guaranteed Delivery Settlement Date," as applicable. The Any and All Settlement Date for the Any and All Notes will be promptly following the Any and All Expiration Date. It is anticipated that the Any and All Settlement Date for the Any and All Notes will be on or around April 30, 2021, the third business day after the Any and All Expiration Date. As described more fully in the Offer to Purchase, the Guaranteed Delivery Settlement Date in respect of Any and All Notes with respect to which a properly completed and duly executed Notice of Guaranteed Delivery is delivered at or prior to the Any and All Expiration Date (to the extent that such Any and All Notes are not delivered at or prior to the Any and All Expiration Date) that are accepted by the Company for purchase in the Any and All Tender Offer is expected to be on or around April 30, 2021, the third business day after the Any and All Expiration Date.

The Maximum Tender Offer

The following table summarizes the pricing terms for the Maximum Tender Offer:

Title of Security	Securities Codes	Principal Amount Outstanding	Early Tender Payment(c)	Fixed Spread (bps)	Reference U.S. Treasury Security	Bloomberg Reference Page	Hypothetical MTO Total Consideration(a), (c)	Maximum Tender Amount(b)
3.625% Notes Due January 2023	Rule 144A Notes CUSIP: 00386S AL6/ ISIN: US00386SAL60 Regulation S Notes ISIN: XS0863524277	U.S.$1,250,000,000	U.S.$30	25	0.125% U.S. Treasury Notes due March 31, 2023	FIT1	U.S.$1,053.43	U.S.$250,000,000

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(a)   Hypothetical MTO Total Consideration is based on the fixed spread of the Maximum Tender Offer Notes to the bid-side yield of the Reference U.S. Treasury Security for that series as of 10:00 a.m., New York City time, on April 16, 2021. The information provided in the above tables is for illustrative purposes only. The Company makes no representation with respect to the actual consideration that may be paid, and such amounts may be greater or less than those shown in the above tables depending on the yield of the applicable Reference U.S. Treasury Security as of the applicable price determination time. The actual MTO Total Consideration (as defined below) will be based on the fixed spread for the Maximum Tender Offer Notes to the bid-side yield of the Reference U.S. Treasury Security as of the applicable price determination time. The hypothetical MTO Total Consideration excludes accrued and unpaid interest on the Securities accepted for purchase.
(b)   The offer with respect to the Maximum Tender Offer Notes is subject to a Maximum Tender Amount equal to U.S.$250,000,000 in aggregate nominal amount of Maximum Tender Offer Notes. If at the Early Tender Date (as defined below), the aggregate principal amount of Maximum Tender Offer Notes validly tendered and received by the Tender and Information Agent (as defined below) and not validly withdrawn is equal to or greater than the Maximum Tender Amount, the Company will not accept any Maximum Tender Offer Notes validly tendered after the Early Tender Date. Acceptance of Maximum Tender Offer Notes tendered pursuant to the Maximum Tender Offer may be subject to proration, as described in the Offer to Purchase. The Company reserves the right at any time to waive any or all of the conditions of each of the Tender Offers.
(c)   Per U.S.$1,000 principal amount.

An indicative timetable of the Maximum Tender Offer is set out below under "Expected Timetable of Events". The Maximum Tender Offer will expire at 5:00 p.m. (New York City Time) on May 20, 2021 (such time and date, as the same may be extended, the "Maximum Tender Expiration Date"). Maximum Tender Offer Notes tendered may be withdrawn at any time at or prior to 5:00 p.m. (New York City Time) on May 6, 2021 but not thereafter.

Holders of Maximum Tender Offer Notes that are validly tendered prior to or at 5:00 p.m. (New York City Time) on May 6, 2021 (such time and date, as the same may be extended, the "Early Tender Date") and that are accepted for purchase will receive an amount determined by the Joint Dealer Managers based on a spread over the bid-side yield of the Reference U.S. Treasury Security, as set forth in the table above, in accordance with standard market practice as of 10:00 a.m. (New York City Time) on May 6, 2020 (unless such time is extended) (the "MTO Total Consideration"). The MTO Total Consideration with respect to the Maximum Tender Offer Notes so calculated includes an "Early Tender Payment" equal to the applicable amount set forth in the table above under the heading "Early Tender Payment." Holders of Maximum Tender Offer Notes that are validly tendered after the Early Tender Date but prior to or at the Maximum Tender Expiration Date and that are accepted for purchase will receive in cash the MTO Total Consideration minus the Early Tender Payment.

Payment for the Maximum Tender Offer Notes that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase will be made on the date referred to as the "Maximum Tender Early Settlement Date." The Maximum Tender Early Settlement Date will be promptly following the Early Tender Date in respect of such Maximum Tender Offer. It is anticipated that the Maximum Tender Early Settlement Date will be on or around May 10, 2021, the second business day after the Early Tender Date. Payment for the Maximum Tender Offer Notes that are validly tendered after the Early Tender Date and prior to or at the Maximum Tender Expiration Date and that are accepted for purchase will be made on the date referred to as the "Maximum Tender Final Settlement Date." The Maximum Tender Final Settlement Date will be promptly following the Maximum Tender Expiration Date in respect of the Maximum Tender Offer. It is anticipated that the Maximum Tender Final Settlement Date for the Maximum Tender Offer Notes will be on or around May 24, 2021, the second business day after the Maximum Tender Expiration Date.

The "Maximum Tender Amount" with respect to the Maximum Tender Offer is U.S.$250,000,000. If at the Early Tender Date, the aggregate principal amount of Maximum Tender Offer Notes validly tendered and received by the Information and Tender Agent and not validly withdrawn is equal to or greater than the Maximum Tender Amount for the Maximum Tender Offer Notes, the Company will not accept any Maximum Tender Offer Notes validly tendered after the Early Tender Date.

If proration is required for validly tendered Maximum Tender Offer Notes, each Holder of such Maximum Tender Offer Notes will have a fraction of the principal amount of validly tendered Maximum Tender Offer Notes purchased, rounded down to the nearest U.S.$1,000 principal amount to avoid the purchase of Maximum Tender Offer Notes in a principal amount other than in integral multiples of U.S.$1,000. The proration factor shall be a fraction, determined by the Company as soon as practicable following the Early Tender Date or the Maximum Tender Expiration Date, as applicable, and the amount purchased shall be the proration factor multiplied by the principal amount of each valid tender of Maximum Tender Offer Notes subject to proration. Tenders that, if subject to proration, would result in returning to Holders a principal amount of Securities that is less than the applicable minimum permitted denomination, will either be accepted or rejected in whole, at the Company's sole option, and will not be subject to proration.

All tendered Maximum Tender Offer Notes not accepted for purchase will be promptly credited to the Holder's account with DTC, Euroclear or Clearstream or otherwise returned to the Holder without cost.

Expected Timetable of Events

You should take note of the following dates in connection with the Any and All Tender Offer:

Date	Calendar Date and Time
Commencement Date	April 19, 2021
Any and All Withdrawal Deadline	5:00 p.m., New York City time, on April 27, 2021
Any and All Expiration Date	5:00 p.m., New York City time, on April 27, 2021
Any and All Tender Offer Results Announcement	April 28, 2021
Guaranteed Delivery Date	Expected to be 5:00 p.m., New York City time, on April 29, 2021
Any and All Settlement Date	Expected to be on or around April 30, 2021, the third business day after the Any and All Expiration Date
Guaranteed Delivery Settlement Date	Expected to be on or around April 30, 2021

 

You should take note of the following dates in connection with the Maximum Tender Offer:

Date	Calendar Date and Time
Commencement Date	April 19, 2021
Maximum Tender Price Determination Time	10:00 a.m., New York City time, on May 6, 2021
Early Tender Date	5:00 p.m., New York City time, on May 6, 2021
Maximum Tender Withdrawal Deadline	5:00 p.m., New York City time, on May 6, 2021
Maximum Tender Offer Results Announcement	May 7, 2021
Maximum Tender Early Settlement Date	Expected to be on or around May 10, 2021, the second business day after the Early Tender Date
Maximum Tender Expiration Date	5:00 p.m., New York City time, on May 20, 2021
Maximum Tender Final Settlement Date	Expected to be on or around May 24, 2021, the second business day after the Maximum Tender Expiration Date

The above times and dates are subject to the Company's right to amend, extend or terminate the Tender Offers with regard to any or all series of Securities.

Additional Information

The Company's obligation to accept for purchase and to pay for Securities validly tendered and not withdrawn pursuant to any of the Tender Offers is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the receipt by the Company of the proceeds from the proposed issuance of notes (the "New Notes" and such issuance, the "New Notes Issuance") in an amount that is sufficient to effect the repurchase of the Securities validly tendered and accepted for purchase pursuant to the Tender Offers, including the payment of any premiums and Accrued Interest (as defined below) and any costs and expenses incurred in connection therewith.

In addition to the applicable Total Consideration or, with respect to the Maximum Tender Offer Notes tendered after the Early Tender Date, the MTO Late Tender Offer Consideration, all Holders of Securities accepted for purchase will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Any and All Settlement Date, the Maximum Tender Early Settlement Date, or the Maximum Tender Final Settlement Date (each as defined below), as applicable ("Accrued Interest"), payable on the Any and All Settlement Date, the Guaranteed Delivery Settlement Date (as specified herein), the Maximum Tender Early Settlement Date, or the Maximum Tender Final Settlement Date, as applicable. For the avoidance of doubt, accrued interest will cease to accrue on the Any and All Settlement Date for all Any and All Notes validly tendered and accepted in the Any and All Tender Offer, including those tendered by the guaranteed delivery procedures set forth herein.

Allocation of New Notes in the New Notes Issuance

The Company will, in connection with the allocation of the New Notes in the New Notes Issuance, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has, prior to such allocation, validly tendered or given a firm intention to the Company or the Joint Dealer Managers that they intend to tender their Securities pursuant to the Tender Offers and, if so, the aggregate principal amount of Securities tendered or intended to be tendered by such investor.

Therefore, a Holder who wishes to subscribe for New Notes in addition to tendering its Securities for purchase pursuant to the Tender Offers may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Notes, subject to the issue of the New Notes and such Holder also making a separate application for the purchase of such New Notes to the managing bookrunner of the issue of the New Notes in accordance with the standard new issue procedures of such bookrunner.

Important Information

None of the Company, the Joint Dealer Managers or the Tender and Information Agent (nor any director, officer, employee, agent or affiliate of any such person) makes any recommendation whether Holders should tender or refrain from tendering Securities in the Tender Offers. Holders must make their own decision as to whether to tender Securities and, if so, the principal amount of the Securities to tender.

The Company has retained BNP Paribas, HSBC Bank plc, MUFG Securities EMEA plc and SMBC Nikko Capital Markets Limited to act as the Joint Dealer Managers for the Tender Offers, and Lucid Issuer Services Limited to act as the Tender and Information Agent for the Tender Offers. Questions regarding procedures for tendering Securities may be directed to Lucid Issuer Services Limited at [phone] or by email at [e-mail]. Additionally, the tender offer material is available at https://deals.lucid-is.com/taqa. Questions regarding the Tender Offers may be directed to (i) BNP Paribas at [phone] or by email to [e-mail]; (ii) HSBC Bank plc at [phone] or by email to [e-mail]; (iii) MUFG Securities EMEA plc at [phone] (London), [phone] (U.S. Toll Free), [phone] (U.S.) or by email to [e-mail]; and (iv) SMBC Nikko Capital Markets Limited at [phone] or by email to [e-mail].

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security (including the Securities or the New Notes). No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are only being made pursuant to the Offer Documents. Holders are urged to carefully read the Offer Documents before making any decision with respect to the Tender Offers.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Company, the Joint Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.

This announcement is released by Abu Dhabi National Energy Company PJSC and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the Tender Offers described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Stephen Ridlington, Chief Financial Officer.

Offer and Distribution Restrictions

United Kingdom

Neither this announcement nor any other documents or materials relating to the Tender Offers have been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, neither this announcement nor any such documents and/or materials are being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement and/or such documents and/or materials is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that they are only directed at and may only be communicated to: (1) persons who are outside of the United Kingdom; (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (3) a person falling within Article 43(2) of the Order, or (4) any other persons to whom they may lawfully be communicated under the Order (all such persons together being referred to as "relevant persons").

This announcement and any other documents or materials relating to the Tender Offers are only available to relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Italy

None of the Tender Offers, this announcement, the Offer to Purchase or any other document or materials relating to the Tender Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Tender Offers are being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of the Securities that are resident and/or located in Italy can tender Securities for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities and/or the Tender Offers.

France

The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor any other document or material relating to the Tender Offers has been or shall be distributed to the public in France and only qualified investors (investisseurs qualifiés), other than individuals, as defined in, and in accordance with, Articles L.411-1 and L.411-2 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. Neither this announcement nor any other document or material relating to the Tender Offers has been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.

United Arab Emirates (excluding Dubai International Financial Centre)

The Tender Offers are not being made and will not be publicly promoted or advertised in the United Arab Emirates other than in compliance with laws applicable in the United Arab Emirates governing the issue, offering and sale of securities.

Dubai International Financial Centre

The Tender Offers are not being made and may not be made to any person in the Dubai International Financial Centre unless such offer is: (a) an "Exempt Offer" in accordance with the Markets Rules (MKT) Module of the Dubai Financial Services Authority (the "DFSA") rulebook; and (b) made only to persons who meet the Professional Client criteria set out in Rule 2.3.3 of the Conduct of Business Module of the DFSA rulebook.

Kingdom of Saudi Arabia

The communication of this announcement and any other documents or materials relating to the Tender Offers are only being made and the Tender Offers will only be made or advertised in the Kingdom of Saudi Arabia: (i) to persons who have confirmed that they are "sophisticated investors" (as defined in Article 9 of the Rules on the Offer of Securities and Continuing Obligations as issued by the Saudi Capital Market Authority (the "Saudi CMA") resolution number 3-123-2017 dated December 27, 2017, as amended by the Board of the Saudi CMA resolution number 1-7-2021 dated January 14, 2021 (the "KSA Regulations")); or (ii) by way of a limited offer under Article 10 of the KSA Regulations.

This announcement and the Tender Offers shall not therefore constitute a "public offer", an "exempt offer" or a "parallel market offer" pursuant to the KSA Regulations, but are subject to restrictions on secondary market activity pursuant to Article 15 of the KSA Regulations. Accordingly any Saudi Holder who has acquired Securities pursuant to a private placement under Article 9 or Article 10 of the KSA Regulations may not offer or sell those Securities to any person unless the offer or sale is made through an authorised person appropriately licensed by the Saudi CMA and: (1) the Securities are offered or sold to a sophisticated investor (as defined in Article 9 of the KSA Regulations); (2) the price to be paid for the Securities in any one transaction is equal to or exceeds Saudi Riyals one million or an equivalent amount; or (3) the offer or sale is otherwise in compliance with Article 15 of the KSA Regulations.

General

This announcement does not constitute an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities in the Tender Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer and any of the Joint Dealer Managers or any of the Joint Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to be made by such Joint Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Nothing in this announcement or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.

In addition, each Holder participating in the Tender Offers will also be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase. Any tender of Securities for purchase pursuant to the Tender Offers from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Joint Dealer Managers and the Tender and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to the Tender Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

Forward-Looking Information

This press release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to the Company's expectations regarding the performance of its business, financial results, liquidity and capital resources, contingencies and other non-historical statements. You can identify these forward-looking statements by the use of words such as "expects," "hypothetical," "may," "will," "should," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Offer to Purchase.

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SOURCE Abu Dhabi National Energy Company PJSC (TAQA)