Tender Offer for the purchase of up to €150,000,000 of outstanding 5.5% Senior Notes due 2019
Public Power Corporation S.A. (“PPC S.A.”) announces, pursuant to law 3556/2007 and the implementing decision 1/434/03.07.2007 of the Hellenic Capital Markets Commission, as well as the Regulation (EU) 596/2014 and the Commission Implementing Regulation (EU) 2016/1055, that its wholly-owned subsidiary Public Power Corporation Finance plc (the “Offeror”), announced today that it is offering to purchase for cash (the “Tender Offer”) up to €150,000,000 in aggregate principal amount of its outstanding €500,000,000 5.5% Senior Notes due 2019 (the “Notes”) from holders of the Notes (the “Noteholders”) on the terms set out in the Tender Offer Memorandum dated 26 January 2018 and is subject to the offer and distribution restrictions contained in it. The Tender Offer will expire at 4:00 p.m., London time, on 1 February 2018(the “Expiration Date”), unless extended or otherwise terminated by the Offeror.
The Tender Offer is being made as part of Public Power Corporation Finance plc’s liability management strategy. The Offeror does not currently expect, as a part of this strategy, to exercise its right to make any optional redemption of the Notes.
Public Power Corporation Finance plc will announce the purchase price, the acceptance amount and the proration factor, if any, for the Notes on the business day following the Expiration Date.
Payment to Noteholders of the purchase price will be made on the settlement date.
Athens, January 26, 2018
Important Regulatory Notice
This announcement does not constitute an offer to buy or the solicitation of an offer to sell any Notes, and tenders of Notes and the Solicitation of Offers to Sell, as defined in the abovementioned Tender Offer Memorandum, will not be accepted from Noteholders in any jurisdiction in which such offer or solicitation is unlawful.
This announcement is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and no offer of Notes may be made by any such use, means, instrumentality or facility from or within the United States, or to U.S. persons or by persons located or resident in the United States. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States, or to U.S. persons or to persons located or resident in the United States. Any purported offer of Notes resulting directly or indirectly from a violation of these restrictions will be invalid and offers of Notes made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal located or resident in the United States will not be accepted. For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
The communication of this announcement is not being made, and has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom, and is only for circulation to persons outside the United Kingdom or to persons within 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 "Order")), or within Article 43 (2) of the Order or to other persons to whom it may lawfully be communicated in accordance with the Order.
This announcement is not a public offer does not constitute an offer of securities to the public for the purposes of Article 2(1)(d) of Directive 2003/71/EC and accordingly the requirement to produce a prospectus does not apply to the Tender Offer, in any member state of the European Economic Area (“EEA”) including the Hellenic Republic.
In relation to this announcement and/or the Tender Offer, no public offer, as defined in L. 3401/2005, article 8a of C.L. 2190/1920 and/or L. 3461/2006 (all, as amended and in force), shall take place and neither the Tender Offer Memorandum nor any advertisement, notice, statement or other action has been or shall be reviewed, approved or authorised by the Hellenic Capital Markets Commission under L. 3401/2005 (including, Article 24 thereof) and L. 3461/2006 (all, as amended and in force), in, from or otherwise involving the Hellenic Republic.
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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