NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
FOR IMMEDIATE RELEASE
21 October 2024
PUBLIC POWER CORPORATION S.A.
Proposed offering of €500.0 million Senior Notes due 2031
Public Power Corporation S.A. (“PPC”) announces today that it intends to issue and offer (the “Offering”) €500.0 million aggregate principal amount of unsecured senior notes due 2031 (the “Notes”), subject to market conditions and demand. The proceeds from the Offering will be used to fund ongoing expansion capital expenditure projects of PPC and its subsidiaries and to pay fees 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 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.
Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE and HSBC Continental Europe are acting as Joint Global Coordinators and Joint Physical Bookrunners and BNP PARIBAS, Deutsche Bank Aktiengesellschaft, Nomura Financial Products Europe GmbH, Société Générale, Alpha Bank S.A., Eurobank S.A., National Bank of Greece S.A., Optima bank S.A., Piraeus Bank S.A., Ambrosia Capital Hellas Single Member S.A., AXIA Ventures Group Limited and Euroxx Securities S.A. are acting as Joint Bookrunners in connection with the Offering. Roadshow will commence on 21 October 2024.
PPC is the leading South East European electric utility and a critical infrastructure player, operating mainly in Greece and Romania. In Greece, 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. It is the largest generator and supplier of electricity, providing electricity to approximately 5.6 million end-customers as of 30 June 2024. It also holds a 51% interest in Hellenic Electricity Distribution Network Operator S.A., the sole owner and operator of the electricity distribution network in the country. In Romania, PPC is the largest energy supplier and the second largest electricity distribution network operator, providing energy to approximately 3.2 million end-customers as of 30 June 2024. PPC is publicly listed and its shares are traded on the Main Market of the Athens Exchange with a market capitalization of approximately €4.3 billion as of 30 June 2024.
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.
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 and Law 4706/2020.
This announcement is not directed at any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
This announcement is not being distributed, nor has it been approved for the purposes of Section 21 of 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 announcement 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 eligible counterparties 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 the Markets in Financial Instruments Directive 2014/65/EU (as amended, the “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. Notwithstanding the target market assessment, distributors should note that: (i) the price of the Notes may decline and investors could lose all or part of their investment; (ii) the Notes offer no guaranteed income and no capital protection; and (iii) an investment in the Notes is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Notes.
UK MiFIR product governance / professional investors and eligible counterparties only 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 only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (the “UK MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “UK distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels. Notwithstanding the target market assessment, distributors should note that: (i) the price of the Notes may decline and investors could lose all or part of their investment; (ii) the Notes offer no guaranteed income and no capital protection; and (iii) an investment in the Notes is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the target market assessment under the UK MiFIR Product Governance Rules does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Notes.