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institutional investors outside the United States only. The issuance is expected
to close on or around 15 November 2023.
The transaction has been very well received by the market with an order-book
over 3x times oversubscribed at the peak (above Euro 2.4bn, at guidance).
The Securities will be issued at a price equal to 100% of their aggregate
principal amount. The Securities will carry a fixed coupon of 7.862% per annum
until the first reset date on 15 February 2029. The coupon will reset on the
first reset date and every five years thereafter to the prevailing Euro 5 Year
Mid-Swap Rate plus the applicable margin. The initial margin will be 476.5bps
and will step up by 25 bps in February 2034 and an additional 75bps in February
2049. The Securities will mature on 15 November 2083 but may be redeemed at par
at any time during the 90-day period prior to the first reset date and,
subsequently, on each interest payment date.
Rating agencies Moody’s and S&P assigned to the Securities issue ratings of Ba2
and BB+, respectively, with an “equity credit” of 50% (until year 50 for Moody’s
and until the First Reset Date for S&P).
The Securities will be listed on the regulated market of the Luxembourg Stock
Exchange on or around the issue date. The net proceeds will be used for general
corporate purposes.
Having previously established its presence in the global debt capital markets
with senior USD and EUR notes issuances in 2022 and 2023, with this transaction,
Vår Energi is broadening its range of funding sources and its investor base and
reinforcing its balance sheet with a new layer of capital.
Barclays, Citi and UniCredit acted as Global Coordinators and Structuring
Advisors. Barclays, BofA Securities, Citi, Crédit Agricole CIB, DNB Markets,
Intesa Sanpaolo (Divisione IMI CIB), Natixis, SMBC, Standard Chartered Bank and
UniCredit acted as Active Bookrunners.
For further information, please contact:
Investor relations
Ida Marie Fjellheim, Head of Investor Relations
+47 90509291
ida.fjellheim@varenergi.no
Treasury
Rune Dreiem, VP Finance and Treasury
+47 41085958
rune.dreiem@varenergi.no
Cautionary Statements
This announcement is for information purposes only and does not constitute a
prospectus or any offer to sell or the solicitation of an offer to buy any
security in any jurisdiction.
This announcement is not for public release, publication or distribution,
directly or indirectly, in or into the United States. This announcement does not
constitute or form a part of any offer of, or solicitation to purchase or
subscribe for, any securities in the United States. Any such securities have not
been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”). Any such securities will be offered or sold only
in offshore transactions outside of the United States, in accordance with
Regulation S of the Securities Act. Vår Energi does not intend to register any
portion of the proposed offering of the securities in the United States and no
public offering will be made in the United States.
In the United Kingdom, this announcement is addressed to and directed only at
(i) persons who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Order”), (ii) persons who are
high net worth entities falling within Article 49(2)(a) to (d) of the Order, or
(iii) other persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as “relevant persons”). This announcement
must not be acted on or relied on in the United Kingdom by persons who are not
relevant persons. Any investment or investment activity to which this
announcement relates is available only to relevant persons in the United
Kingdom.
Manufacturer target market (MiFID II and UK MiFIR product governance) is
eligible counterparties and professional clients only (all distribution
channels). No EU PRIIPs or UK PRIIPs key information document (KID) has been
prepared as not available to retail in EEA or the UK.
Neither the content of Vår Energi’s website nor any website accessible by
hyperlinks on Vår Energi’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.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act.
A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning
rating organisation. Similar ratings for different types of issuers and on
different types of securities do not necessarily mean the same thing. The
significance of each rating should be analysed independently from any other
rating.
About Vår Energi:
Vår Energi is a leading independent upstream oil and gas company on the
Norwegian continental shelf (NCS). We are committed to deliver a better future
through responsible value driven growth based on over 50 years of NCS
operations, a robust and diversified asset portfolio with ongoing development
projects, and a strong exploration track record. Our ambition is to be the
safest operator on the NCS, the partner of choice, an ESG leader with a tangible
plan to reduce emissions from our operations by 50% within 2030. Vår Energi has
around 1000 employees and equity stakes in 40 fields and the company produced
net 209,000 boe per day in the first nine months of 2023. We have our
headquarters outside Stavanger, Norway, with offices in Oslo and Hammerfest. To
learn more, please visit varenergi.no.
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