Announcement of bond buy-back offer

02-Oct-2023 / 07:00 GMT/BST

Genel Energy plc

(‘Genel’ or ‘the Company’)

Announcement of bond buy-back offer to bondholders

Genel Energy Holding Company Limited (‘the Company’) is hereby announcing a reverse tender offer (the ‘Buy-Back Offer’) to holders of Genel Energy 4 Finance plc’s (‘the Issuer’) USD 300 million senior unsecured callable bonds with ISIN NO0010894330 (the ‘Bonds’). All bondholders, subject to legal constraints, are invited to offer Bonds to the Company, being the sole shareholder of Genel Energy Finance 4 plc and guarantor of the Bonds. The Company intends to select a maximum price (‘Maximum Accepted Price’) and buy Bonds offered at and below this Maximum Accepted Price at the price offered by each bondholder (‘Offer Price’).

The Company is targeting around USD 20 million in nominal value of Bonds for cash management purposes, depending on the price tendered. The Company retains the full discretion to adjust the buy-back volume.

The Buy-Back Offer will commence on Monday 2 October 2023 at 0900 CET and will expire on Wednesday 11 October 2023 at 1500 CET. Prior to 0900 CET on Thursday 12 October 2023, the Company will determine the Maximum Accepted Price and consequently the total amount of Bonds to be purchased. The Company may, in its sole discretion, waive, amend, extend, accelerate, terminate or withdraw the Buy-Back Offer at any time. Information regarding any such amendments will be published under the Issuer’s ticker on www.newsweb.no, the information service of the Oslo Stock Exchange, and www.stamdata.no, the information service of the bond trustee for the Bonds, Nordic Trustee ASA. Cash settlement for the Bonds, including accrued interest, is expected to occur on Friday 13 October 2023.

The Company will only accept offers from a bondholder or beneficial owner of the Bonds (or any person acting as agent, custodian, fiduciary or in another intermediary capacity for a bondholder or beneficial owner) who is not a U.S. person (as such term is defined pursuant to Regulation S under the US Securities Act of 1933, as amended (the ‘Securities Act’)) and who is outside the United States.

The Company has retained Pareto Securities as broker to manage the Buy-Back Offer. Eligible bondholders may provide offers for sale of all or a portion of their Bonds through submission of the bondholders offer form (the ‘Bondholders Offer Form’) no later than 15:00 CET, 11 October 2023. The terms of the Buy-Back Offer and the Bondholders Offer Form will be published on www.stamdata.no or can be obtained by contacting Pareto Securities on +47 2287 8771.

United States

United Kingdom

The information contained in this Buy-Back Offer does not constitute an invitation or inducement to engage in investment activity within the meaning of the United Kingdom Financial Services and Markets Act 2000 (‘FSMA’). In the United Kingdom, this announcement is being distributed only to, and is directed only at (i) persons who have professional experience, knowledge and expertise in matters relating to investments and are ‘investment professionals’ for the purposes of Article 19(5) of the FSMA (Financial Promotions) Order 2005 (the ‘FPO’)), (ii) persons who are certified high net worth individuals for the purposes of Article 48 of the FPO or (iii) any other persons to whom it may otherwise lawfully be made under the FPO (all such persons together being referred to as ‘relevant persons’). This announcement and the Buy-Back to Bondholders is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

General

This announcement must be read in conjunction with the Buy-Back Offer to Bondholders. This announcement and the Buy-Back Offer to Bondholders contain important information which should be read carefully before any decision is made with respect to the Buy-Back Offer. If any Bondholder is in any doubt as to the action it should take, it is recommended that such Bondholder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Bonds in the Buy-Back Offer. None of the Company or the Manager makes any recommendation as to whether Bondholders should participate in the Buy-Back Offer.