CEZ MH B.V.
CEZ MH B.V. launches an invitation to holders to offer to sell outstanding EUR 470.2 million guaranteed exchangeable bonds and announces an equity placing
CEZ MH B.V. / Key word(s): Miscellaneous Ad hoc release: CEZ MH B.V. launches an invitation to holders to offer to sell outstanding EUR 470.2 million guaranteed exchangeable bonds and announces an equity placing Publication of inside information pursuant to Article 17 of the EU regulation No 596/2014 of the European Parliament and of the Council of 16 April 2014 (Market Abuse Regulation) Amsterdam, 29th March 2017, 17:06 CET CEZ MH B.V., a wholly owned subsidiary of ČEZ, a. s., has launched today an invitation to holders of its outstanding EUR 470.2 million guaranteed exchangeable bonds due 2017 (ISIN: XS1027633434) (the “Bonds“), exchangeable into ordinary shares of MOL Hungarian Oil and Gas Plc (“MOL“) (ISIN: HU0000068952), to offer to sell their Bonds to CEZ MH B.V. for cash (the “Invitation“). The Bonds were issued by CEZ MH B.V. and guaranteed by ČEZ, a. s. on 4 February 2014 and are listed on the open market (Freiverkehr) of the Frankfurt Stock Exchange. The purchase price per EUR 100,000 principal amount of Bonds offered and accepted for sale will be EUR 109,000. The Invitation is expected to be open until 5.00 p.m. (London time) on 30th March 2017. Announcement of the final aggregate principal amount of the Bonds accepted for purchase pursuant to the Invitation will be made as soon as reasonably practicable thereafter. Any Bonds that are not successfully offered for sale pursuant to the Invitation will remain outstanding. CEZ MH B.V. may, in its discretion, extend, re-open, amend, waive any condition of, or terminate the Invitation at any time (subject to applicable law). CEZ MH B.V. has also launched today an offering of up to 7,651,168 MOL shares addressed only to qualifying investors (the “Equity Placing“). The number and placing price of the MOL shares sold in the Equity Placing will be determined following a bookbuilding process carried out by the joint bookrunners. The Invitation and the Equity Placing are subject to terms and conditions specified in the related term sheet dated 29th March 2017. Settlement of the Invitation and the Equity Placing is expected to occur on or around 4th April 2017. Barclays Bank PLC, Citigroup Global Markets Limited and Deutsche Bank AG, London Branch are acting as joint dealer managers with respect to the Invitation and joint bookrunners with respect to the Equity Placing. Citigroup Global Markets Limited will act as settlement agent. Contact: Name: Jan Brožík CEZ MH B.V. IMPORTANT NOTICE THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF SECURITIES OR ANY PUBLIC INVITATION TO OFFER OR SELL SECURITIES IN THE UNITED STATES. FOR READERS IN THE EUROPEAN ECONOMIC AREA FOR READERS IN THE UNITED KINGDOM ANY DECISION TO SELL ANY OF THE BONDS OR PURCHASE ANY OF THE SHARES SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE OFFEROR’S, THE GUARANTOR’S AND MOL’S PUBLICLY AVAILABLE INFORMATION. NEITHER THE JOINT DEALER MANAGERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS RELEASE OR THE OFFEROR’S, THE GUARANTOR’S OR MOL’S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE SETTLEMENT DATES. EACH PROSPECTIVE INVESTOR IN THE EQUITY PLACING AND PROPSECTIVE PARTICIPANT IN THE INVITATION SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SHARES OR PARTICIPATION IN THE INVITATION. NONE OF THE OFFEROR, THE GUARANTOR OR THE JOINT DEALER MANAGERS MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SHARES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SHARES OR PARTICIPATING IN THE INVITATION OR (III) THE FUTURE PERFORMANCE OF THE BONDS OR THE SHARES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS. DEUTSCHE BANK AG IS AUTHORISED UNDER GERMAN BANKING LAW (COMPETENT AUTHORITY: EUROPEAN CENTRAL BANK) AND, IN THE UNITED KINGDOM, BY THE PRUDENTIAL REGULATION AUTHORITY. IT IS SUBJECT TO SUPERVISION BY THE EUROPEAN CENTRAL BANK AND BY BAFIN, GERMANY’S FEDERAL FINANCIAL SUPERVISORY AUTHORITY, AND IS SUBJECT TO LIMITED REGULATION IN THE UNITED KINGDOM BY THE PRUDENTIAL REGULATION AUTHORITY AND FINANCIAL CONDUCT AUTHORITY. EACH OF BARCLAYS BANK PLC AND CITIGROUP GLOBAL MARKETS LIMITED IS AUTHORISED BY THE PRUDENTIAL REGULATORY AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND PRUDENTIAL REGULATORY AUTOHRITY. DETAILS ABOUT THE EXTENT OF THE JOINT DEALER MANAGERS’ RESPECTIVE AUTHORISATIONS AND REGULATION ARE AVAILABLE ON REQUEST. THE JOINT DEALER MANAGERS AND THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF THE OFFEROR AND THE GUARANTOR AND NO ONE ELSE IN CONNECTION WITH THE INVITATION AND THE EQUITY PLACING AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT DEALER MANAGERS OR THE JOINT BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.
29-March-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
Language: | English |
Company: | CEZ MH B.V. |
Hogehilweg 5 D | |
1101 Amsterdam | |
Netherlands | |
ISIN: | XS1027633434 |
WKN: | A1ZC51 |
Listed: | Regulated Unofficial Market in Berlin, Stuttgart; Open Market in Frankfurt |
End of Announcement | DGAP News Service |