Additional information - results of tender offer

PJSC National Power Co. Ukrenergo

06 October 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE MEMORANDUM (AS DEFINED BELOW).

6 October 2026

Private Joint Stock Company "National Power Company "Ukrenergo"

ANNOUNCEMENT OF ADDITIONAL INFORMATION IN RELATION TO THE RESULTS OF TENDER OFFER, EXCHANGE OFFER AND CONSENT SOLICITATION IN RESPECT OF ITS OUTSTANDING U.S.$825,000,000 6.875 per cent. Guaranteed Sustainability-Linked GREEN Notes due 2028

On 28 August 2026, Ukrenergo (the "Issuer" or "Ukrenergo") announced the launch of a tender offer and exchange offer to the Eligible Holders of the U.S.$825,000,000 6.875 per cent. Guaranteed Sustainability-Linked Notes due 2028  (Regulation S ISIN: XS2404309754, Common Code: 240430975; Rule 144A ISIN: US63718LAA26, CUSIP: 63718LAA2) (the "Existing Notes") to offer to (i) tender their holdings of Existing Notes (together with all Accrued and Past Due Interest thereon) for purchase by Ukrenergo for cash, at a price to be determined pursuant to an unmodified Dutch auction in respect of the Existing Notes (the "Tender Offer"), or (ii) in respect of Eligible Holders only, exchange their holdings of Existing Notes (together with all Accrued and Past Due Interest thereon) for New Notes (Regulation S ISIN: XS3526064210, Rule 144A ISIN: US74291NAA00, CUSIP: 74291NAA0 (the "Exchange Offer"), as more fully described in the Tender Offer, Exchange Offer and Consent Solicitation Memorandum dated 28 August 2026 (the "Memorandum").

Ukrenergo also solicited consents from the beneficial holders of the outstanding Existing Notes (the "Holders" or the "Noteholders") to consider and, if thought fit, pass an extraordinary resolution (the "Extraordinary Resolution") at a meeting of the Noteholders to be held on 1 October 2026 (the "Meeting") to approve, inter alia, certain Amendments to the Existing Notes to create the Amended Notes and amend and restate the Guarantee as well as to approve the Exchanged Bonds Cash Allocation Mechanism, Non-Participating Holder Cash Allocation Mechanism and the Mandatory Exchange (the "Consent Solicitation" and, together with the Exchange Offer and the Tender Offer, the "Invitation") to meet the requirements of the New Financing.

Terms used in this announcement but not defined herein have the respective meanings given to them in the Memorandum, which is available to Holders from the Offer Website: https://projects.sodali.com/Ukrenergo, subject to eligibility confirmation and registration, or by contacting Sodali & Co (the "Invitation Agent").

On 1 October 2026, Ukrenergo announced that:

(a)  it has received and accepted Participation Instructions totalling U.S.$804,264,000, representing 97.49% of the outstanding Existing Notes, with a non-participating amount of Existing Notes of U.S.$20,736,000;

(b)  in particular, it has received and accepted Participation Instructions in respect of (i) U.S.$200,000 in the aggregate principal amount of the Existing Notes pursuant to the Tender Offer and (ii) U.S.$804,064,000 in the aggregate principal amount of the Existing Notes pursuant to the Exchange Offer; and

(c)  the requisite majority has been met and the Extraordinary Resolution has been duly passed at the Meeting. As such, the Non-Participating Holder Cash Allocation Mechanism and Exchanged Bonds Cash Allocation Mechanism have been approved.

In addition to the information announced on 1 October 2026, Ukrenergo wishes to announce that:

(a)  following the results of the Tender Offer and the purchase of tendered Existing Notes at a price of 64.50 per cent. (for an aggregate amount of U.S.$169,871.11[1]), the Available Cash is U.S.$444,830,128.89. The Non-Participating Holder Cash Allocation Mechanism is applicable with respect to the non-participating amount of U.S.$20,736,000, which will be repurchased at a price of 60 per cent., for an aggregate amount of U.S.$16,383,476.35. 

(b)  Following the application of the Non-Participating Holder Cash Allocation Mechanism, the remaining Available Cash is U.S.$428,446,652.54, which will be used towards the application of the Exchanged Bonds Cash Allocation Mechanism at a Rollover Price of 67.432292% per cent. and an Exchanged Bonds Cash Allocation Scaling Factor of approximately 59.628209%.

(c)  On the Settlement Date, Ukrenergo expects to pay, issue and deliver the following in addition to the Participation Fee:

(i)   to Noteholders who validly tendered Existing Notes on or prior to the Expiration Deadline pursuant to the Tender Offer, approximately U.S.$849.36 in cash for each U.S.$1,000 in principal amount of Existing Notes;

(ii)  to Noteholders who validly tendered Existing Notes on or prior to the Expiration Deadline pursuant to Exchange Offer, (x) approximately U.S.$495.93 in principal amount of New Notes for each U.S.$1,000 in principal amount of Existing Notes and (ii) approximately U.S.$529.48 in cash for each U.S.$1,000 in principal amount of Existing Notes; and

(iii) to Noteholders who validly tendered Existing Notes on or prior the Expiration Deadline pursuant to Exchange Offer but whose allocation of New Notes following the application of the Exchanged Bonds Cash Allocation Scaling Factor would fall below the minimum denomination amounts of the New Notes, approximately U.S.$ 887.97 in cash for each U.S.$1,000 in principal amount of Existing Notes calculated at the Rollover Price.

Pursuant to the Memorandum. the Issuer may elect to allocate either none or the full portion of any tender of any Existing Notes to the Exchanged Bonds Cash Allocation Mechanism if application of pro-ration will result in the relevant holder receiving New Notes in a principal amount of less than U.S.$150,000. The Issuer has hereby elected to so allocate the full portion of any tender of any Existing Notes to the Exchanged Bonds Cash Allocation Mechanism if application of pro-ration will result in the relevant holder receiving New Notes in a principal amount of less than U.S.$150,000.

In the event the Conditions to the Invitation are satisfied or (where capable of being waived) waived, the Issuer shall pay or procure payment of a Participation Fee on the Settlement Date to each Noteholder that validly tendered Existing Notes on or prior to the Expiration Deadline pursuant to the Tender Offer or the Exchange Offer. Since the Exchanged Bonds Cash Allocation Mechanism is applicable, the Participation Fee will be U.S.$10 for each U.S.$1,000 in principal amount of Existing Notes validly tendered on or prior to the Expiration Deadline pursuant to the Tender Offer or the Exchange Offer.

By virtue of the Extraordinary Resolution passed on 1 October 2026, Noteholders approved, inter alia, the Amendments to the Existing Notes to create the Amended Notes and amend and restate the Guarantee.

Following the passing of the Extraordinary Resolution and to closer align with the timetable of the New Financing, Ukrenergo wishes to update the Settlement Date and expects that the Settlement Date will occur on 14 October 2026.

In accordance with the terms of the Memorandum, it is intended that the Delisting of the Existing Notes will become effective at 9 a.m. (CEST) on the Settlement Date, expected to be no later than on 14 October 2026 (the "Delisting Date"), such that the last date of trading of the Notes on the LSE will be no later than 13 October 2026.

This announcement is released by Ukrenergo, and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, encompassing information relating to the Exchange Offer, Consent Solicitation and the Invitation described above.

Any questions regarding the terms of the Tender Offer, Exchange Offer and Consent Solicitation may be directed to the Invitation Agent at the address and telephone number specified below:

Sodali & Co:

In London: 122 Leadenhall Street London EC3V 4AB United Kingdom	In Stamford: 333 Ludlow Street South Tower, 5th Floor Stamford, CT 06902 United States of America	In Hong Kong: 1401, 14/F 90 Connaught Road Central Sheung Wan Hong Kong
Telephone:  [phone]	Telephone: [phone]	Telephone:  [phone]

Offer Website: https://projects.sodali.com/Ukrenergo

Email: [e-mail]

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[1] Accrued and Past Due Interest is calculated based on the day count fraction specified in the terms and conditions of the Existing Notes being 30/360.

 

END