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Proposed offering of €500 million Sustainability-Linked Senior Notes due 2026

Proposed offering of €500 million Sustainability-Linked Senior Notes due 2026


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

FOR IMMEDIATE RELEASE

8 March 2021

PUBLIC POWER CORPORATION S.A.

Proposed offering of €500 million Sustainability-Linked Senior Notes due 2026

Public Power Corporation S.A. (“PPC”) announces today that following PPC Board of Directors’ decision on 5 March 2021 on the issuance of a common bond loan pursuant to article 59 paragraph 2 and article 74 of Greek law 4548/2018 and article 14 of Greek law 3156/2003, it intends to issue and offer (the “Offering”) €500.0 million aggregate principal amount of sustainability-linked, unsecured senior notes due 2026 (the “Sustainability-Linked Notes” or “Notes”), subject to market conditions and demand. The proceeds from the Offering will be used to repay existing debt, for general corporate purposes and to pay costs and expenses related to the Offering. There can be no assurance that the Offering will be in the aforementioned size or completed. PPC intends to have the Sustainability-Linked Notes listed on the Official List of Euronext Dublin and admitted to trading on the Global Exchange Market thereof, or on another appropriate trading venue in the European Union.

HSBC Continental Europe and Goldman Sachs Bank Europe SE are acting as Joint Global Coordinators and Physical Bookrunners, Citigroup Global Markets Europe AG is acting as Joint Global Coordinator and Joint Bookrunner and Alpha Bank S.A, Ambrosia Capital Limited, AXIA Ventures Group Limited, Credit Suisse Securities, Sociedad de Valores, S.A., Eurobank S.A, J.P. Morgan AG, National Bank of Greece S.A. and Piraeus Bank S.A. are acting as Joint Bookrunners in connection with the Offering. HSBC Continental Europe is also acting as Sustainability-Linked Bond Structuring Advisor. Roadshow will commence on 8 March 2021.

PPC is the largest generator and supplier of electricity in Greece, as well as the sole owner of the electricity distribution network which is being operated by its 100% subsidiary Hellenic Electricity Distribution Network Operator S.A., providing electricity to approximately 6.1 million end-customers. For more than 70 years, PPC has been at the forefront of Greece’s power industry and an integral part of the country’s process of electrification. PPC is publicly listed and its shares are traded on the Main Market of the Athens Exchange with a market capitalization of approximately €2.07 billion as of March 5, 2021.

DISCLAIMER

NOTE: This announcement is published in accordance with the applicable provisions of, amongst others, Regulation (EU) No 596/2014, Law 3556/2007 and the Rule Book (Regulation) of the Athens Exchange, each as amended and in force.

THE NOTES WIIL BE AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS PURCHASING THE SECURITIES OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”).

NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS OF OTHER JURISDICTIONS.

The Offering is not being made, directly or indirectly, to the public in the Hellenic Republic (Greece). None of this announcement and any other documents or materials relating to the Notes referred to herein constitute an “offer of securities to the public” as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”), for the purchase, sale or exchange of, or otherwise for an investment in, securities in the territory of Greece. Accordingly, neither this announcement nor any other documents or materials relating to such Notes have been or will be submitted to the Hellenic Capital Market Commission for approval pursuant to the Prospectus Regulation. No offer of securities will be made in Greece other than in accordance with an exemption under the Prospectus Regulation.  

This document is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) by an authorised person under the FSMA. This document is for distribution only to, and is only directed at, persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the FSMA in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity relating to the Notes is available only to relevant persons and will be engaged in only with relevant persons. 

MIFID II product governance / High net worth retail investors, professional investors and ECPs target market: Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients (each as defined in Directive 2014/65/EU (as amended, “MiFID II”)) and retail clients (as defined in MiFID II) that are in a financial situation to be able to bear a loss of their entire investment in the Notes; (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the Notes to such retail clients are appropriate – investment advice, portfolio management, non-advised sales and pure execution services – subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels, subject to the distributor’s suitability and appropriateness obligations under MiFID II.

For further information please contact:

Power Public Corporation S.A.

Investor Relations, e-mail: ir@dei.gr

Ioannis Stefos, IR Director

Telephone : + 30 210 529 2153

Fax : +30 210 523 0394

e-mail: i.stefos@dei.gr

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