Rationale for the offers

Following the acquisition of innogy Group by E.ON Group and implementation of a merger squeeze-out, innogy became part of E.ON Group and is being fully integrated.

As part of this integration process, E.ON Group has started to centralise all financing and reporting activities of the Group. As a result, only E.ON SE, being the ultimate parent, has become issuer or guarantor of all future capital markets debt of the E.ON Group. Furthermore, scheduled optimisation measures also encompass a discontinuation of preparing and publishing consolidated financials of innogy. Group-internal reorganizations are expected to reduce total assets and/or capitalization available to innogy’s bondholders. In addition, any remaining rating contracts of innogy will be cancelled.

E.ON wants to ensure that bondholders are treated fairly and thus offers innogy bondholders to move to the same level and status as current E.ON bondholders.

This shall be done in two ways: Consent Solicitations under the German Bond Act with regard to the bonds listed below under 1) and exchange offers with regard to the bonds listed under 2).

Holders of innogy bonds therefore need to act and respond to the offer to benefit from the aforementioned advantages. They are asked to carefully read the Consent Solicitation Memorandum or the Exchange Offer Memorandum and to agree to the proposed amendments or to accept the Exchange Offers.

The Votes Without Meeting were held from 0.00 (CET) on 4 September 2020 until 23.59 (CET) on 11 September 2020. Participating noteholders may receive the minutes and the list of participants of relevant Vote Without Meeting from the Company (innogy Finance BV c/o E.ON SE, Brüsseler Platz 1, 45131 Essen, email: investorrelations@eon.com) or the Scrutineer (Notarin Dr. Christiane Mühe, FM Notare, Taunusanlage 17, 60325 Frankfurt am Main, email: innogy@fm-notare.com) against proof of participation.

The Noteholder Meetings relating to the EUR 1,000,000,000 6.500% Fixed Rate Notes due August 2021 (ISIN: XS0412842857) and the EUR 750,000,000 1.000% Fixed Rate Notes due April 2025 (ISIN: XS1595704872) were held on 9 October 2020. Participating noteholders may receive the minutes and the list of participants of the relevant Noteholder Meeting from the Company (innogy Finance BV c/o E.ON SE, Brüsseler Platz 1, 45131 Essen, email: investorrelations@eon.com) or notary Dr. Christiane Mühe (FM Notare, Taunusanlage 17, 60325 Frankfurt am Main, email: innogy@fm-notare.com) against proof of participation.

ISIN Currency Outstanding Amount
(Original Currency, millions)
Coupon (%) Maturity Offer Fee
XS0127992336 GBP 570.00 6.500 20/04/2021
Consent Solicitation ///
XS0412842857 EUR 1000.00 6.500 10/08/2021 Consent Solicitation ///
XS0437307464 GBP 500.00 5.500 06/07/2022 Consent Solicitation ///
XS1829217428 EUR 750.00 0.750 30/11/2022 Consent Solicitation ///
XS0170732738 GBP 487.50 5.625 06/12/2023 Consent Solicitation 0.05%
XS0982019126 EUR 800.00 3.000 17/01/2024 Consent Solicitation 0.05%
XS1595704872 EUR 750.00 1.000 13/04/2025 Consent Solicitation 0.05%
XS1829217345 EUR 500.00 1.625 30/05/2026 Consent Solicitation 0.05%
XS1702729275 EUR 850.00 1.250 19/10/2027 Consent Solicitation 0.05%
XS1761785077 EUR 1000.00 1.500 31/07/2029 Consent Solicitation 0.05%
XS0147048762 GBP 760.00 6.250 03/06/2030 Consent Solicitation 0.05%
XS0162513211 EUR 600.00 5.750 14/02/2033 Consent Solicitation 0.05%
XS0909427782 USD 17.40 3.800 05/04/2033 Consent Solicitation 0.05%
XS0735770637 GBP 600.00 4.750 31/01/2034 Consent Solicitation 0.05%
XS0437306904 GBP 1000.00 6.125 06/07/2039 Consent Solicitation 0.05%
XS0858598898 EUR 100.00 3.500 03/12/2042 Consent Solicitation 0.05%
XS0887582186 EUR 150.00 3.550 13/02/2043 Consent Solicitation 0.05%
ISIN Currency Outstanding Amount
(Original Currency,
millions)
Coupon (%) Maturity Offer Fee
XS1539873437 EUR 468.00 3.500 26/10/2037 Exchange Offer 0.05%
XS1535776097 JPY 20000.00 3.31 17/02/2040 Exchange Offer 0.05%
Offer documents and notices
Documents for the Noteholder Meeting
Additional information
Press releases