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: firstname.lastname@example.org) or the Scrutineer (Notarin Dr. Christiane Mühe, FM Notare, Taunusanlage 17, 60325 Frankfurt am Main, email: email@example.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: firstname.lastname@example.org) or notary Dr. Christiane Mühe (FM Notare, Taunusanlage 17, 60325 Frankfurt am Main, email: email@example.com) against proof of participation.
(Original Currency, millions)