European Energy A/S announces conditional notice of early

Corporate announcement

Company announcement No. 14/2021 (08/27/2021)

NOT FOR PUBLICATION, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO PERSONS RESIDENTIAL OR RESIDENTIAL IN OR IN THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, SWITZERLAND, SINGAPORE BE ILLEGAL OR REQUIRE REGISTRATION OR OTHER ACTION. THIS COMPANY NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE THE SECURITIES DESCRIBED HERE.

It is based on company announcement no. 13/2021 of August 27, 2021, in the European Energy A / S (the “society“) announced that it may issue new EUR-denominated senior unsecured green bonds (the”New green bonds“), of which a portion of the proceeds, subject to closing, will be used to fund an early repayment of the Company’s outstanding Existing Bonds (as defined below). The Company may resolve to sell New Green Bonds with an expected initial issue amount of EUR 250,000,000 the “New green bond issue“).

CONDITIONAL NOTES ON EARLY RETURN

The company hereby notifies all owners (the “owner“) of the EUR 200,000,000 Senior Secured Callable Floating Rate Green Bonds 2019/2023 of the company with the ISIN code DK0030448238 (the”Existing bonds“), of which EUR 200,000,000 is currently outstanding for early repayment (the”Early redemption“) of the Existing Notes in full in accordance with Section 10.3 (Early Voluntary Redemption by the Issuer (Call Option and Equity Claw-Back)) of the Terms and Conditions of the Existing Notes of June 18, 2019 (as amended) (the”Terms and Conditions“).

Unless otherwise defined herein, capitalized terms used in this corporate announcement have the meanings given to them in the Terms and Conditions.

Subject to the New Funding Terms (as defined below) being met, the Early Redemption Date (the “Redemption date“) will be September 22, 2021, which is also the earliest date on which early repayment can be made in accordance with the terms and conditions. A second corporate announcement (the”Second company announcement“) will be published in relation to Early Redemption on or about the day on which all New Financing Conditions (as defined below) have been fully met or waived entirely by the Company. The Record Date for Early Redemption is September 21, 2021 ( the date one (1) business day prior to the Redemption Date).

The Early Redemption is subject to the fact that, in the Company’s absolute and sole discretion and decision:

(i) the terms of the New Green Bonds are satisfactory to the Company, including, but not limited to, the price and volume of the New Green Bonds; and

(ii) the successful completion of the New Green Bonds issue and receipt by the Company of the net proceeds of the New Green Bonds which will enable the Company to purchase and redeem all outstanding Existing Bonds (including any existing debt securities issued pursuant to the have been validly tendered and accepted for purchase by the Company on or around the date of this company announcement, and the redemption of existing bonds in accordance with the Early Redemption).

The above items (i) and (ii) are collectively referred to as “New financing terms“.

Immediately after the publication of the second company announcement, the early repayment becomes unconditional. If the New Financing Conditions are not met by December 31, 2021 or have been completely waived, the early repayment will automatically be canceled and this notification will expire. There is no assurance that the New Funding Conditions will be met or waived, or that the Early Redemption will occur. For clarification: The required notice period of fifteen (15) business days prior to early repayment (in accordance with Section 10.3.3 of the General Terms and Conditions) begins on the day on which this notification is received by the holder in accordance with the corresponding provisions of the General Terms and Conditions.

In the event of early redemption, the Existing Bonds will be irrevocably redeemed on the redemption date at the redemption price of 102.68% of the nominal amount in accordance with Section 10.3 (early voluntary redemption by the issuer (call option and equity claw-back)). of the General Terms and Conditions plus all accrued but unpaid interest from the previous interest payment date (including) up to this repayment date (excluding). The redemption amount will be paid to the directly registered owners and registered authorized nominees of the existing bonds at the end of business on the relevant cut-off date in the debt register drawn up by the CSD.

In connection with the Early Redemption, the Existing Bonds will be delisted from Nasdaq Copenhagen.

This conditional termination of the early repayment is irrevocable (but only on condition that the New Financing Conditions are met for the sake of clarity) and is subject to Danish law.

For more information please contact:

The enterprise

European Energy A / S
Email: investor.relations@europeanenergy.com

https://europeanenergy.com/en/investor

Important regulatory notice

This company announcement is for informational purposes only and is not an offer to sell or buy any securities. The Existing Bonds and the New Green Bonds may not be sold in the United States unless they are approved under the US Securities Act of 1933, as amended (the “Securities Act“) or are exempt from registration. The Existing Bonds and New Green Bonds described in this corporate announcement have not been and will not be registered under the Securities Act, and accordingly any offer or sale of such Existing Bonds and New Green Bonds can only be subject to one of the registration requirements the transaction exempted from the Securities Act takes place.

It may be illegal to distribute this corporate announcement in certain jurisdictions. This corporate announcement is not intended for direct or indirect distribution in or to the United States, Australia, Japan, Canada, New Zealand, South Africa, Hong Kong, Switzerland, Singapore or any other jurisdiction in which such distribution would be unlawful or require registration. or other measures.

This corporate announcement has been prepared in accordance with Regulation (EU) No. 596/2014 on market abuse (the “Market Abuse Regulation“) and contains information that, prior to its disclosure, could constitute inside information within the meaning of the Market Abuse Regulation.