Ukrenergo announces revised Agreement in Principle

PJSC National Power Co. Ukrenergo

23 April 2026

 

23 April 2026

Press Release - For Immediate Release

Kyiv, Ukraine: On 28 April 2025, PJSC "National Power Company "Ukrenergo" ("Ukrenergo") announced the agreement in principle (the "Original AIP") reached with an ad hoc group representing approximately 40% of its outstanding Notes (the "Ad Hoc Group") and holders outside the Ad Hoc Group who, together with the Ad Hoc Group, represent in excess of 45% of its outstanding Notes on certain terms for a liability management exercise in relation to Ukrenergo's outstanding $825 million 6.875 per cent. Guaranteed Sustainability-Linked Green Notes due 2028 (the "Notes"). At the time of the Original AIP, the proposed liability management transaction was expected to be implemented by 1 July 2025.

The passage of time since 1 July 2025 without implementation of the liability management transaction has necessitated that certain adjustments be made to the Original AIP. Ukrenergo is pleased to announce it has reached agreement with the Ad Hoc Group on such adjustments, which include (i) an increase in the amount of the Available Cash for the Tender Offer supported by the DFI-backed financing (ii) a modification to the amortization profile of the New Notes, and (iii) the payment in cash shortly after the settlement date of interest accrued on the New Notes for the period from 1 July 2025 to the settlement date. All other terms of the Original AIP, including the structure of the transaction, remain unchanged. The revised terms of the agreement in principle (the "Revised AIP") are attached as Annex A. Ukrenergo expects the proposed liability management transaction to be implemented before the end of June 2026.

Ukrenergo is advised by White & Case LLP and Rothschild & Co and the Ad Hoc Group is advised by Cleary Gottlieb Steen & Hamilton LLP.

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Annex A

PJSC "NATIONAL POWER COMPANY "UKRENERGO" INDICATIVE HIGH LEVEL TERM SHEET

28 April 2025, as revised on 23 April 2026

This indicative high level term sheet (this "Term Sheet") sets forth certain of the principal terms and conditions of a potential transaction (the "Transaction") relating to the $825 million 6.875 per cent. Guaranteed Sustainability-Linked Green Notes due 2028 (the "Notes") issued by PJSC "National Power Company "Ukrenergo" (the "Company" or "Ukrenergo").

This Term Sheet sets out high level key terms and conditions of the Transaction. It does not purport to summarise all terms of the Transaction. This Term Sheet shall not create, nor shall be deemed to create, a legally binding or enforceable offer or contract, shall not constitute a commitment to provide any funding, investment, enter into any agreement or establish any relationship between the parties.

Tender Offer	The holders will be offered to participate in the Tender Offer and/or in the Exchange Offer. Every holder participating in the Tender Offer or Exchange Offer will be deemed to vote in a consent solicitation for the amendments to the Notes and the sovereign guarantee[1] which are a pre-condition to obtain the Available Cash. $445,000,000 proposed to be raised by Ukrenergo pursuant to DFI backed financing (the "Available Cash") to be used to tender for the Notes through an unmodified reverse Dutch auction process[2] with a ceiling price equivalent to 65.125% of principal and Accrued and Past Due Interest (the "Ceiling Price").[3] This cash component is contingent on the completion of a separate financing transaction by Ukrenergo, which Ukrenergo is reasonably confident can be completed if holders of Existing Notes agree to the proposed terms of the Transaction set forth herein. To the extent that the Tender Offer is oversubscribed: (a)  Notes tendered at the highest price at which Notes are accepted for tender (the "Cut-off Price") will be accepted for tender on a pro rata basis; and (b)  any Notes not accepted for tender, either at or above the Cut-Off Price, will be exchanged in accordance with the terms of the Exchange Offer on the same terms as Notes that have been voluntarily exchanged.  Each holder of the ad hoc group of holders of the Notes represented by Cleary Gottlieb Steen & Hamilton LLP ("Cleary")  (each holder being, an "AHG Holder") irrevocably commits to participate in the Tender Offer with bidding prices at or below the Ceiling Price or in the Exchange Offer on the terms described below, including the Exchanged Bonds Cash Allocation Mechanism, provided that the Tender and Exchange Offer settles on or before 1 July 2026.
Exchange Offer	In conjunction with the option to participate in the Tender Offer, and subject to application of the Exchanged Bonds Cash Allocation Mechanism (described further below), holders will be offered to exchange the Notes (together with all the Accrued and Past Due Interest as at 1 July 2025[4]) for new unguaranteed notes issued by the Company on terms to be agreed, including as follows: ·    8.5% coupon payable semi-annually on 1 June and 1 December of each year until maturity, provided that there will be a first coupon payment in cash shortly after the settlement date for the period starting from (and including) 1 July 2025 to (but excluding) the settlement date, and the next coupon payment will be for the interest period starting from (and including) the settlement date to (but excluding) the next scheduled interest payment date; and ·    linear semi-annual amortization starting in June 2028 and final maturity in December 2031: o  June 2028: $12.5 per $100 of the initial principal amount; o  December 2028: $12.5 per $100 of the initial principal amount; o  June 2029: $12.5 per $100 of the initial principal amount; o  December 2029: $12.5 per $100 of the initial principal amount; o  June 2030: $12.5 per $100 of the initial principal amount; o  December 2030: $12.5 per $100 of the initial principal amount; o  June 2031: $12.5 per $100 of the initial principal amount; and o  December 2031: $12.5 per $100 of the initial principal amount, ("New Notes"). Subject to application of the Cash Allocation Mechanisms (described further below), holders who voluntarily elect to participate in the Exchange Offer shall receive $1 in principal amount of New Notes for each $1 in principal amount of the Notes and Accrued and Past Due Interest accrued on the Notes as at 1 July 2025.
Compulsory Cash Allocation Mechanisms and Mandatory Exchange Mechanism	To the extent the Tender Offer is not taken-up to an amount of $445,000,000 and therefore any part of the Available Cash remains available after repurchase of the tendered Notes, the remaining portion of the Available Cash shall be applied to repurchase a pro rata portion of the principal amount of Notes which were not voluntarily tendered or voluntarily exchanged by the Holders with the repurchase being effected at the price equivalent to 60% of principal and Accrued and Past Due Interest (the "Non Participating Holder Cash Allocation Mechanism"). To the extent that, following the use of the Non Participating Holder Cash Allocation Mechanism, $445,000,000 has not been used, the balance of Available Cash shall be applied to repurchase a pro rata portion of the principal amount of Notes which holders voluntarily elected to exchange into the New Notes pursuant to the Exchange Offer at the Rollover Price (as defined below) such that the Available Cash is fully used (the "Exchanged Bonds Cash Allocation Mechanism"). Holders will receive the New Notes as per Exchange Offer terms in relation to the non-repurchased part of their Notes. "Rollover Price" means the lesser of: (a)  68.7% of principal and Accrued and Past Due Interest; and (b)  a price which will yield an all-in average repurchase price for Ukrenergo (taking into account the results of the Tender Offer and the Non Participating Holder Cash Allocation Mechanism) of 67.125% of principal and Accrued and Past Due Interest. Subject to the application of the Non Participating Holder Cash Allocation Mechanism, Notes not voluntarily tendered or voluntarily exchanged, (together with all the Accrued and Past Due Interest as at 1 July 2025) to be mandatorily exchanged for the New Notes with the holders receiving  an amount equal to $0.80 in principal amount of New Notes for each $1 in principal amount of the Notes and Accrued and Past Due Interest accrued on the Notes as at 1 July 2025 (the "Mandatory Exchange").
Accrued and Past Due Interest	The Past Due Interest and any and all accrued and unpaid interest under the Notes.
Past Due Interest	All interest (including, in the case of the interest payments deferred pursuant to the 2022 deferral, interest accrued on such deferred interest payments during the deferral period), which has become due and payable and which has not been paid.
Consent Fee	Holders of the Notes that (i) validly tendered the Notes will receive $20 in cash for each $1,000 in principal amount of the Notes so tendered if the Exchanged Bonds Cash Allocation Mechanism is not used and $10 in cash for each $1,000 in principal amount of the Notes so tendered if the Exchanged Bonds Cash Allocation Mechanism is used or (ii) accepted to exchange the Notes into the New Notes will receive $10 in cash for each $1,000 in principal amount of the Notes so exchanged.
AHG Work Fee	The ad hoc group of holders of the Notes represented by Cleary will be paid a work fee of $4,750,000.
Legal Fees & Expenses	The Company will pay the fees and expenses of the legal advisors of the ad hoc group, including Cleary and applicable local counsel, in connection with the restructuring of the Notes.
Implementation	The Transaction will be effected by way of a consent solicitation under the terms of the Notes requiring a "Single Series Extraordinary Resolution" to be adopted with the affirmative support of at least 75% of holders of Notes present at a quorate meeting (with quorum of not less than 66⅔ % in aggregate principal amount of the Notes outstanding), exchange offer and a tender offer.

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This press release does not constitute an offer of the new securities for sale in the United States, and the new securities (if issued) will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States and they may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. This press release does not constitute an offer of the new securities for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale (if made) would be unlawful. Any person considering making an investment decision relating to any securities must inform itself independently based solely on an offering memorandum to be provided to eligible investors in the future in connection with any such securities before taking any such investment decision.

This announcement is directed only to beneficial owners of the Notes who are (A) "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act or (B) outside the United States in offshore transactions in compliance with Regulation S under the Securities Act, that may lawfully participate in the Transaction in compliance with applicable laws of applicable jurisdictions.

No offer of any kind is being made to any beneficial owner of Notes who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the offer would not be permitted by law.

Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions and factors over which Ukraine has no control. Ukraine assumes no obligation to update these forward-looking statements and does not intend to do so, unless otherwise required by law.

Notice to Investors in the European Economic Area and the United Kingdom

Notice to EEA retail investors.  The announcement contained in this press release is not being directed to any retail investors in the European Economic Area ("EEA") or in the United Kingdom.  As a result, no "offer" of new securities is being made to retail investors in the EEA or in the United Kingdom.

This announcement is only directed to beneficial owners of Notes who are (i) within a Member State of the European Economic Area if they are "qualified investors" as defined in Regulation (EU) 2017/1129 and (ii) within the United Kingdom they are "qualified investors" as defined in Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA").

The new securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

The new securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a "retail investor" means a person who is neither (a) 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 European Union (Withdrawal) Act 2018; nor  (b) a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024.

Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") or by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (as amended, the "UK PRIIPS Regulation") for offering or selling the new securities or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the new securities or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the EU PRIIPs Regulation and the UK PRIIPs Regulation.

United Kingdom

For the purposes of section 21 of the Financial Services and Markets Act 2000, to the extent that this announcement constitutes an invitation or inducement to engage in investment activity, such communication falls within Article 34 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), being a non-real time communication communicated by and relating only to controlled investments issued, or to be issued, by Ukraine.

Other than with respect to distributions by Ukraine, this announcement is for distribution only to persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order, (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) 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 to which the announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

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[1]       Which amendments will be subject to the approval of the AHG Holders (as defined below) in both form and substance (including, without limitation, as to the conditions relating to the effectiveness of the amendments to the sovereign guarantee).

[2]       Each holder whose tender offer instruction is accepted receives the tender price specified in its own tender offer instruction, which may be higher or lower than the price paid to other holders whose tender offer instructions have also been accepted.

[3]       Unless otherwise specified herein or agreed to by the AHG Holders, for the purposes of this term sheet, the amount of principal and Accrued and Past Due Interest is to be calculated as at the settlement date of the Tender Offer and Exchange Offer as the case may be. For illustrative purposes the amount of the Accrued and Past Due Interest on US$825 million principal as of 1 July 2026 is US$245.2 million.

[4]       Since the settlement date will occur after 1 July 2025 and as envisaged in the Original AIP, the Accrued and Past Due Interest accrued on the Notes shall be calculated as of 1 July 2025 for the purposes of determining the exchange ratio under the Exchange Offer.

 

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