19 April 2024
DRAX GROUP PLC
(LSE:
DRX)
Drax
Group plc has made the below announcement on the Luxembourg Stock
Exchange in respect of Drax Finco plc's $500,000,000 6 ⅝%Senior
Secured Notes due 2025
Senior
Secured Fixed Rate Notes due 2025
ISIN
Numbers:
US26151AAA79* (Rule
144A1) and USG28296AE42* (Regulation S2) Common Codes: 181143550* (Rule 144A1) and 181143584* (Regulation S2)
On 19 April 2024, Drax Group plc's
("Drax") indirect wholly owned subsidiary, Drax Finco plc (the "Company"),
a public limited company
incorporated under the laws of England and Wales,
gave notice that, in accordance with Sections
3.03 and
13.01 of the
indenture
dated as
of 26 April 2018
(as heretofore amended, supplemented or otherwise modified,
the
"Indenture") among the Company, BNY Mellon Corporate Trustee
Services Limited, as trustee (the "Trustee"), The Bank of New York Mellon,
acting
through its
London Branch,
as paying agent
(the "Paying Agent")
and calculation agent,
The Bank of New
York Mellon SA/NV,
acting through its Luxembourg Branch,
as registrar and transfer agent, and Deutsche Bank AG, London Branch, acting through its London
Branch, as security agent, the Company has elected to redeem (subject to
satisfaction or waiver of the condition described below) (the "Redemption") all of its outstanding
$500,000,000
Senior Secured Fixed Rate Notes due 2025 (the "Fixed Rate Notes")
on the Redemption
Date (as
defined below).
The Redemption
Price (as
defined below)
will be
paid to holders
of record as of the Record Date. Capitalized terms used but not otherwise
defined herein
have the meanings ascribed
to such terms in the Indenture.
1. The redemption date for the Fixed Rate Notes shall
be 2 May
2024 (the "Redemption
Date").
2. The redemption
price payment will
be made in accordance with
paragraph 5
(Optional
Redemption)
of the Fixed
Rate Notes.
The redemption price (the "Redemption
Price")
will be equal to:
• 100.000% of the principal
amount of
the Fixed Rate Notes to be redeemed,
plus
• Additional
Amounts, if any, and, accrued
and unpaid interest from 1
May 2024 to, but not including, the
Redemption Date.
3. The Fixed Rate Notes must
be surrendered
to the Paying Agent, to collect
the Redemption
Price. Payment
of the Redemption Price will be
made on or
after the
Redemption Date upon presentation
and surrender
of the Fixed
Rate Notes at the following address:
The Bank of New York Mellon, London
Branch as Paying Agent
One
Canada Square
London E14 5AL
4. On the Redemption Date, the Redemption
Price will become
due and
payable upon each Fixed Rate Note. Unless
the Company defaults in
making the redemption payment, interest on the Fixed
Rate Notes will
cease to accrue on and after the Redemption
Date and
the only remaining
right of
Holders will be to receive payment
of the Redemption Price in
respect of
the redeemed amount.
5. The
redemption of
the Fixed
Rate Notes is being
effected pursuant to paragraph 5 (Optional
Redemption)
of the Fixed
Rate Notes and in accordance
with Article Three of the Indenture.
6. If your
Fixed Rate Notes have been either
lost or
destroyed, please notify
The Bank of New York Mellon,
as Paying Agent, promptly.
You will then be instructed as to the steps you must take in order to receive
payment.
The Paying
Agent will
withhold under the U.S. backup withholding rules
the statutorily
prescribed rate of any payment that is made upon redemption of a Fixed
Rate Note unless
the Holder, when presenting
the Fixed Rate
Notes, delivers
a properly completed IRS Form W-9 or an applicable IRS Form W-8, or the Holder
otherwise
establishes
an exemption
from such backup withholding.
*These
ISIN and Common Code numbers are included solely
for the
convenience
of the
holders. Neither
the Trustee, the Company nor the Paying Agent shall
be responsible
for the
selection or use of any ISIN
or Common
Code number,
nor is any representation made as to its correctness
or accuracy on
any Fixed Rate
Note or as referred to in any redemption notice.
1 Refers
to Fixed Rate Notes issued pursuant to Rule 144A under the U.S. Securities Act of
1933, as
amended.
2 Refers
to Fixed Rate Notes issued pursuant to Regulation S under the U.S. Securities Act of
1933, as
amended
Enquiries:
Drax
Investor Relations:
Mark Strafford
mark.strafford@drax.com
+44 (0)
7730 763
949
Media:
Drax
External Communications: Andy
Low
andrew.low@drax.com
+44 (0) 7841
068 415
Website:
www.drax.com
Cautionary Statement
This
release 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 the United States of America
or in any other jurisdiction. Securities may not be offered or sold in the United States of America absent
registration or an exemption from registration under the Securities Act.
This
communication
is directed
only at
persons who (i) 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) are persons
falling
within Article
49(2)(a)
to (d) ("high net worth companies,
unincorporated associations,
etc.") of
the Order, (iii) are
persons who are
outside
the United Kingdom, 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 notes may otherwise
lawfully be communicated or caused
to be communicated
(all such persons
together being referred to as
"relevant persons").
Any
investment activity
to which
this communication
relates
will only be available
to, and
will only
be engaged in
with, relevant
persons. Any
person who is not a relevant person should not
act or rely on this document
or any of its
contents.
This
announcement is
not a public
offering in the Grand Duchy of Luxembourg
or an offer of securities
to the public under Regulation
(EU) 2017/1129, and any amendments thereto.
Manufacturer target market (MiFID II product governance) is
eligible
counterparties and
professional
clients only (all distribution
channels). No PRIIPs
key information
document (KID) has been prepared as the Notes are not available to retail
investors in the European Economic
Area.
Forward Looking Statements
This
release includes forward-looking statements within the
meaning of the securities laws of certain applicable jurisdictions.
These forward-looking
statements
can be identified by
the use of forward- looking
terminology, including, but not limited to, terms such as "aim", "anticipate", "assume", "believe", "continue",
"could",
"estimate", "expect", "forecast", "guidance", "intend", "may", "outlook",
"plan", "predict", "project", "should", "will" or "would" or, in each case, their negative, or other variations
or comparable terminology.
These forward-looking
statements include,
but are not
limited to, all
statements other than statements of historical facts and include
statements regarding
Drax's intentions,
beliefs or current expectations
concerning, among other things, Drax's future financial conditions and performance, results of operations and liquidity,
strategy, plans,
objectives, prospects,
growth, goals and
targets,
future developments
in the
markets
in which Drax participate
or are
seeking to participate,
and anticipated
regulatory
changes in
the industry
in which Drax operate. By their nature, forward-looking statements
involve
known and unknown
risks, uncertainties
and other factors
because they relate to events and depend on
circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements
are not guarantees
of future performance and are based on numerous assumptions. Given these risks and uncertainties, readers should
not rely on forward looking
statements as a prediction
of actual results.
END