Tender offer for hybrid capital securities

Ørsted A/S (Orsted) Tender offer for hybrid capital securities 05-March-2024 / 08:59 CET/CEST 5.3.2024 08:58:48 CET | Ørsted A/S | Inside information

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE UNITED STATES), OR TO ANY US PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933), OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER MEMORANDUM (AS DEFINED BELOW).

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Offer (as defined below) in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.

Ørsted A/S (‘Ørsted’) hereby invites holders of its:

•    EUR 500,000,000 2.25 % hybrid capital securities due in 3017 (the ‘Capital Securities’; ISIN: XS1720192696)

to tender the Capital Securities for purchase by Ørsted on the terms and subject to the conditions set out in the tender offer memorandum dated 5 March 2024 (the ‘Tender Offer Memorandum’) (the ‘Offer’). The Offer is subject to the successful issuance of the subordinated green hybrid capital securities (‘New Hybrid Issue’) as also announced by Ørsted today. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum.

Ørsted will pay for Capital Securities accepted by it for purchase pursuant to the Offer a Purchase Price of 98.75 %. Ørsted will also pay Accrued Interest in respect of Capital Securities accepted for purchase pursuant to the relevant Offer.

Together with Ørsted’s New Hybrid Issue, the purpose of the Offer is to refinance the Capital Securities and to proactively manage Ørsted’s hybrid capital portfolio. Capital Securities purchased by Ørsted pursuant to the Offer will be cancelled and will not be reissued or resold. Capital Securities which have not been validly offered and accepted for purchase pursuant to the Offer will remain outstanding.