Public Power Corporation S.A. (“PPC S.A.”) announces, pursuant to laws 3556/2007 and 3340/2005 and the implementing decisions 1/434/03.07.2007 and 3/347/12.07.2005 of the Hellenic Capital Markets Commission, and further to PPC S.A.’s announcement of April 24, 2014, that its wholly-owned subsidiary Public Power Corporation Finance plc (the “Issuer”), has successfully priced an offer of €700,000,000 Senior Notes, a €200 million increase in the size of the transaction since first announced on April 24, 2014. The offer consists of a combination of €200 million Senior Notes due May 1, 2017 and €500 million Senior Notes due May 1, 2019 (together, the “Notes”), at a fixed coupon of 4.75% and 5.50% per annum, respectively, and at an issue price of 100% for both series of Notes. The Notes were oversubscribed. The Notes are rated in line with PPC S.A.’s corporate rating: B by S&P. The Notes will be fully and unconditionally guaranteed on a senior basis by PPC S.A.
The Notes are expected to be admitted to trading on the Irish Stock Exchange’s Global Exchange Market.
The gross proceeds from the issue and sale of the Notes will be used to partially prepay existing credit facilities, to finance capital and general corporate expenditures and to pay the fees and expenses related to the offering and sale of the Notes.
Athens, April 30, 2014
Important Regulatory Notice
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor will there be any sale of Notes referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted. The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of the U.S. Securities Act. The Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and outside the United States in accordance with Regulation S under the U.S. Securities Act.
This announcement is being distributed only to, and is directed at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (iii) persons who are within Article 43 of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
This announcement is not a public offering of the Notes in any member state of the European Economic Area (“EEA”) including Greece.
This announcement is made and any offer of the Notes will be made in any member state of the EEA which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”), pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce a prospectus for offers of the Notes and/or obtain any approval or consent by any competent authority. Accordingly, any person making or intending to make any offer within the EEA of the Notes should only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers to produce a prospectus and/or obtain any approval or consent by any competent authority for such offer. Neither the Issuer nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any initial purchaser to publish or supplement a prospectus and/or obtain any approval or consent by any competent authority for such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
In relation to the offering of the Notes in the Hellenic Republic no public offer, as defined in L. 3401/2005, art. 10 of L. 876/1979 and/or article 8a of Codified L. 2190/1920 (all, as amended and in force), shall take place and consequently no offering or other document relating to the offering of the Notes has been or will be approved by the Hellenic Capital Markets Commission.
Neither the content of PPC S.A.’s website nor any website accessible by hyperlinks on PPC S.A.’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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