Additional information - results of tender offer

Ukrenergo secures 97.49% participation in $825 million note restructuring, settlement imminent.

What the company is saying

Ukrenergo is providing a granular update on the results and next steps of its $825,000,000 6.875% Guaranteed Sustainability-Linked GREEN Notes due 2028 restructuring. The company emphasizes the high participation rate—97.49% of outstanding notes, or $804,264,000—accepted for either cash or exchange, with only $20,736,000 non-participating. It details the mechanics: $200,000 was tendered for cash at 64.50% ($169,871.11 total), $804,064,000 was exchanged for new notes, and the extraordinary resolution enabling amendments and new allocation mechanisms was approved. Ukrenergo highlights available cash post-tender ($444,830,128.89), the application of the Non-Participating Holder Cash Allocation Mechanism at 60% ($16,383,476.35), and the remaining cash ($428,446,652.54) for the Exchanged Bonds Cash Allocation Mechanism at a 67.432292% rollover price and 59.628209% scaling factor. The company sets clear expectations for settlement: on 14 October 2026, noteholders will receive specific cash and/or new notes per $1,000 principal, plus a $10 participation fee. The tone is procedural, focusing on execution and compliance, with no promotional language or forward-looking operational claims.

What the data suggests

The disclosed figures confirm near-universal acceptance of the restructuring, with 97.49% of noteholders participating. The cash outlay for the tendered notes is tightly specified: $169,871.11 for $200,000 at 64.50%, and $16,383,476.35 for $20,736,000 at 60%. Available cash after these transactions is $428,446,652.54, earmarked for the Exchanged Bonds Cash Allocation Mechanism, which applies a 67.432292% rollover price and a 59.628209% scaling factor. Settlement mechanics are explicit: tender offer participants receive $849.36 per $1,000 principal, exchange offer participants receive $495.93 in new notes plus $529.48 in cash per $1,000, and those below the minimum denomination get $887.97 in cash. The minimum denomination for new notes is $150,000. All figures are precise and allow for reconciliation of the transaction flows. No period-over-period financial health or operational metrics are provided, but the transaction's execution is transparent and imminent.

Analysis

The announcement is a factual, highly detailed update on the results and mechanics of Ukrenergo's tender and exchange offer for its outstanding green notes. The majority of claims are realised and supported by precise participation rates, cash allocations, and pricing, with only a minority of statements (such as the expected settlement and delisting dates) being forward-looking. There is no promotional or exaggerated language; the tone is strictly procedural and focused on the execution of the transaction. The capital flows described are part of the restructuring process and are not paired with claims of future operational or earnings benefits, so there is no capital intensity risk in the sense of long-dated, uncertain returns. The benefits (settlement, cash payments, note exchanges) are expected to be realised within days, making the execution distance immediate. Overall, the narrative is fully aligned with the disclosed evidence, with no signs of narrative inflation.

Risk flags

• ●Execution risk remains until settlement and cash distributions are completed on 14 October 2026. Any delay or operational issue could affect noteholder outcomes and market confidence.
• ●Residual exposure exists for the $20,736,000 non-participating notes, though these are being repurchased at 60% under the Non-Participating Holder Cash Allocation Mechanism. If any holders contest the process or settlement, legal or procedural delays could arise.
• ●The transaction's complexity—with multiple allocation mechanisms, scaling factors, and minimum denominations—could result in confusion or disputes among noteholders, particularly those receiving less than the minimum denomination of new notes.
• ●No information is provided on Ukrenergo's broader financial health, liquidity, or ability to meet future obligations post-restructuring. While the transaction is well-detailed, investors lack visibility into ongoing credit risk or operational performance.
• ●The delisting of the notes from the LSE removes a trading venue, potentially reducing liquidity for any residual or future instruments and affecting price discovery for market participants.

Bottom line

Ukrenergo has achieved near-total participation in its $825 million note restructuring, with 97.49% of holders opting in and all approvals secured. The transaction is highly structured, with clear cash and note allocations, and settlement is set for 14 October 2026. The process is transparent and procedurally robust, but investors do not receive broader financial or operational updates beyond the mechanics of this event. Execution risk is low but not zero until settlement is complete, and the complexity of allocation mechanisms could create confusion for some holders. The delisting of the notes will remove secondary market liquidity. The most important takeaway is that the restructuring is on track for imminent completion, but ongoing credit and operational risks remain unaddressed in this release.

Announcement summary

(LSE:SF22) Private Joint Stock Company "National Power Company "Ukrenergo" announced additional information regarding the results of its tender offer, exchange offer, and consent solicitation for its outstanding U.S.$825,000,000 6.875% Guaranteed Sustainability-Linked GREEN Notes due 2028. On 28 August 2026, Ukrenergo launched a tender and exchange offer to eligible holders of the Existing Notes (Regulation S ISIN: XS2404309754, Common Code: 240430975; Rule 144A ISIN: US63718LAA26, CUSIP: 63718LAA2), allowing holders to tender their notes for cash or exchange them for new notes (Regulation S ISIN: XS3526064210, Rule 144A ISIN: US74291NAA00, CUSIP: 74291NAA0). On 1 October 2026, Ukrenergo received and accepted participation instructions totaling U.S.$804,264,000, representing 97.49% of the outstanding Existing Notes, with a non-participating amount of U.S.$20,736,000. Of the total, U.S.$200,000 was tendered for cash and U.S.$804,064,000 was exchanged for new notes. The requisite majority was met and the Extraordinary Resolution was duly passed at the meeting on 1 October 2026, approving the Amendments to the Existing Notes, the Amended Notes, the Guarantee, the Exchanged Bonds Cash Allocation Mechanism, the Non-Participating Holder Cash Allocation Mechanism, and the Mandatory Exchange. Following the tender offer, tendered Existing Notes were purchased at a price of 64.50%, for an aggregate amount of U.S.$169,871.11, resulting in Available Cash of U.S.$444,830,128.89. The Non-Participating Holder Cash Allocation Mechanism applies to the U.S.$20,736,000 non-participating amount, which will be repurchased at 60%, for an aggregate amount of U.S.$16,383,476.35. After this, the remaining Available Cash is U.S.$428,446,652.54, to be used for the Exchanged Bonds Cash Allocation Mechanism at a Rollover Price of 67.432292% and a Scaling Factor of approximately 59.628209%. On the Settlement Date, Ukrenergo expects to pay, issue, and deliver: (i) approximately U.S.$849.36 in cash per U.S.$1,000 principal amount of Existing Notes tendered under the Tender Offer; (ii) approximately U.S.$495.93 in principal amount of New Notes and U.S.$529.48 in cash per U.S.$1,000 principal amount of Existing Notes tendered under the Exchange Offer; and (iii) for allocations below the minimum denomination, approximately U.S.$887.97 in cash per U.S.$1,000 principal amount at the Rollover Price. The Issuer has elected to allocate the full portion of any tender to the Exchanged Bonds Cash Allocation Mechanism if pro-ration would result in less than U.S.$150,000 in New Notes. A Participation Fee of U.S.$10 per U.S.$1,000 principal amount will be paid to each Noteholder who validly tendered on or prior to the Expiration Deadline. The Settlement Date is expected to occur on 14 October 2026. The delisting of the Existing Notes will become effective at 9 a.m. (CEST) on the Settlement Date, with the last trading date on the LSE expected to be no later than 13 October 2026.

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