Bond DTEQ Finance PLC 5.5% ( XS1543030222 ) in USD

DTEQ Finance PLC

100 % ▲

Ukraine

XS1543030222 ( in USD )

5.5% per year ( payment 4 times a year)

29/12/2024 - Bond has expired

Prospectus brochure of the bond DTEK Finance PLC XS1543030222 in USD 5.5%, expired

2 000 USD

1 343 717 150 USD

G2941DAC6

DTEK Finance PLC is a UK-registered company providing financing solutions primarily supporting the operations of DTEK, a large Ukrainian energy company, including debt financing and capital markets activities.

The Bond issued by DTEQ Finance PLC ( Ukraine ) , in USD, with the ISIN code XS1543030222, pays a coupon of 5.5% per year.
The coupons are paid 4 times per year and the Bond maturity is 29/12/2024

__________________________________________________________________________________
DTEK FINANCE PLC

3rd Floor
11-12 St. James's Square
London SW1Y 4LB
United Kingdom
__________________________________________________________________________________

LISTING PARTICULARS

U.S.$1,275,114,314 10.75% Senior PIK Toggle Notes
due 31 December 2024

The date of these Listing Particulars is 19 January 2017

PART A. GENERAL INFORMATION
A.
Details of the Issuer
DTEK FINANCE PLC (the "Issuer") is a public limited company incorporated on 27 February 2013
with company number 08422508 and having its registered office at 3rd Floor, 11-12 St. James's
Square, London SW1Y 4LB, United Kingdom with telephone number +44 (0)207 268 2430 and
operating under the laws of England and Wales. The authorised and issued share capital of the Issuer
is 50,000 ordinary shares of £1.00, fully paid up and held by DTEK ENERGY B.V. as of the date
hereof. The principal legislation under which the Issuer operates is the Companies Act 2006, as
amended. Since the date of its incorporation, the Issuer has not commenced operations or conducted
other business activities except for the issuance of the Cancelled Notes (as defined below).
B.
Details of the Parent Guarantor
DTEK ENERGY B.V., the holding company of the DTEK Group, was incorporated under the laws of
The Netherlands on 16 April 2009. DTEK ENERGY B.V. was initially named "DTEK Holdings
B.V." and was renamed "DTEK ENERGY B.V." on 19 September 2014 (the "Parent Guarantor").
References to the "Group" or the "DTEK Group" means the Parent Guarantor and its consolidated
subsidiaries, including for the avoidance of doubt, the Issuer.
C.
Background
The Issuer's U.S.$750 million 7.875% senior notes due 4 April 2018 (Regulation S Notes
CUSIP/ISIN: G2941DAA0/USG2941DAA03 and Rule 144A Notes CUSIP/ISIN:
23339BAA7/US23339BAA70) (the "2013 Notes") and the U.S.$160 million 10.375% senior notes
due 28 March 2018 (Regulation S Notes CUSIP/ISIN: G2941DAB8/USG2941DAB85) (the "2015
Notes" and, together with the 2013 Notes, the "Cancelled Notes") have been cancelled and replaced
by the U.S.$1,275,114,314 10.75% Senior PIK Toggle Notes due 31 December 2024 (the "Notes"),
pursuant to a scheme of arrangement (the "Scheme of Arrangement") which was sanctioned by the
High Court of Justice of England and Wales (the "Court") on 21 December 2016. Further details
relating to the Scheme of Arrangement can be found in the explanatory statement between the Issuer
and the Scheme Creditors (as defined therein) dated 2 December 2016 (the "Explanatory
Statement") at Annex A hereto.
D.
A description of the business of the Issuer and the Group
The Issuer is part of the DTEK Group a structure chart showing the Issuer's position in the DTEK
Group is included at Annex C hereto. The Group operates the largest privately-owned energy
company in Ukraine as measured by metric tons of coal produced, net output of electricity and
electricity distributed. The Group's businesses form a vertically integrated production chain across
three principal segments: (i) coal mining; (ii) power generation; and (iii) electricity distribution and
sales. In addition, the Group's power generation subsidiaries generate and sell heat directly to end
customers in Ukraine. The Group also exports coal and electricity to customers in (inter alia) Europe,
India, Canada and Turkey. Please also see paragraph 1 (Business Description and Financial
Information) at section 9 (Information on the Company and additional information relating to the
Scheme) of the Explanatory Statement at Annex A hereto.
E.
Directors of the Issuer
·
Maksym Timchenko, a Ukrainian national, whose professional address is at 57 Lva
Tolstoho Street, Kyiv, Ukraine, 01032; and
·
Accomplish Corporate Services Limited, a company incorporated under the laws of
England and Wales with company number 05869317 and having its registered office
at 3rd Floor, 11-12 St. James's Square, London SW1Y 4LB, United Kingdom.
2

There are no potential conflicts of interests between any duties of the Issuer's directors to the Issuer,
and their private interests and/or other duties.
F.
Incorporation by Reference
The following documents have been filed with the Irish Stock Exchange and are incorporated by
reference and form part of these Listing Particulars:
·
the consolidated financial statements of the Parent Guarantor for the years ended 31
December 2014 and 2015 (the "Consolidated Financial Statements");
·
the consolidated financial statements of the Parent Guarantor for the 6 months ended 30 June
2016 (the "30 June 2016 Half-Year Financial Statements"); and
·
the consolidated financial statements of the Issuer for the years ended 31 December 2014 and
31 December 2015 (the "Issuer Consolidated Financial Statements").
The Consolidated Financial Statements were prepared in accordance with International Financial
Reporting Standards ("IFRS") as adopted by the European Union (the "EU") and are presented in
hryvnia, the national currency of Ukraine, and were audited by PricewaterhouseCoopers Accountants
N.V., independent accountants, Thomas R. Malthusstraat 5, 1066JR, Postbus 90357, 1066 BJ
Amsterdam, The Netherlands.
The Issuer Consolidated Financial Statements were prepared in accordance with IFRS, as adopted by
the EU, and are presented in U.S. dollars, and were audited by PricewaterhouseCoopers LLP,
independent auditors, 1 Embankment Place, London WC2N 6RH, United Kingdom.
The Consolidated Financial Statements include the financial results of (a) each Guarantor (as defined
in the description of the notes at Annex B hereto (the "Description of the Notes")) and (b) each other
member of the DTEK Group that is not a Guarantor.
G.
Statement and Declaration
Application has been made for the Notes and any Additional Notes issued as PIK Interest (each as
defined in the Description of the Notes at Annex B hereto) to be admitted to the Official List of the
Irish Stock Exchange and traded on the Global Exchange Market of the Irish Stock Exchange. These
Listing Particulars dated 19 January 2017 comprise the listing particulars (the "Listing Particulars")
for the purposes of this application and have been approved by the Irish Stock Exchange. For the
avoidance of doubt, these Listing Particulars do not comprise a prospectus for the purposes of
Directive 2003/71/EC, as amended, and have not been reviewed or approved by the Central Bank of
Ireland.
The Issuer accepts responsibility for the information contained in these Listing Particulars. To the best
of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is
the case), such information is in accordance with the facts and does not omit anything likely to affect
the importance of such information.
The rights of the Parent Guarantor as shareholder in the Issuer are contained in the articles of
association of the Issuer and the Issuer will be managed in accordance with those articles and with the
provisions of the laws of England and Wales applicable to companies generally.
H.
Summary of the Notes
The Issuer will issue the Notes under an indenture (the "Indenture") dated 29 December 2016 among
the Issuer, the Parent Guarantor, the Subsidiary Guarantors (as defined therein) (other than the Initial
Ukrainian Sureties (as defined therein)) and GLAS Trust Corporation Limited, as trustee (the
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"Trustee") and security agent for the holders of Notes, in a private transaction that is not otherwise
subject to the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The Indenture will not be qualified under, incorporate or include terms of, or be subject to any of
the provisions of the U.S. Trust Indenture Act of 1939, as amended. The issue date of the Notes is 29
December 2016.
The Issuer's obligations under the Notes and the Indenture will be initially guaranteed jointly and
severally on a senior basis, pursuant to the Notes Guarantees (as defined in the Description of the Notes
at Annex B hereto). The Notes Guarantees are full and unconditional.

Please see the Description of the Notes at Annex B hereto which sets out the description of the Notes.

I.
Risk Factors
There are certain risks which are inherent to the type of Notes that include, but are not limited to, the
following factors below. Please also refer to Section 10 (Risk Factors) of the Explanatory Statement
at Annex A hereto.
As the Global Note Certificate is held by or on behalf of Euroclear and Clearstream, Luxembourg,
investors will have to rely on their procedures for transfers, payments and communications with the
Issuer
The Notes will initially only be issued in global certificated form (the "Global Note Certificate"),
and held through Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream, Luxembourg" and together with Euroclear, the "Clearing Systems").
Interests in the Global Note Certificate will trade in book-entry form only, and individual certificates
will be issued in exchange for book-entry interests only in very limited circumstances. Owners of
book-entry interests will not be considered owners or holders of Notes. The common depositary, or its
nominee, for the Clearing Systems will be the sole registered holder of the Global Note Certificate.
Payments of principal, interest and other amounts owing on or in respect of the Global Note
Certificate will be made to the Paying Agent (as defined in the Description of the Notes at Annex B
hereto), who will make payments to the Clearing Systems. Thereafter, these payments will be credited
to accounts of participants who hold book-entry interests in the Global Note Certificate representing
the Notes and credited by such participants to indirect participants. After payment to the common
depositary for the Clearing Systems, neither the Issuer nor the Trustee will have any responsibility or
liability for the payment of interest, principal or other amounts to the owners of the book-entry
interests. Accordingly, if you own a book-entry interest, you must rely on the procedures of the
Clearing Systems, and, if you are not a participant in the Clearing Systems, on the procedures of the
participant through which you hold your interest, to exercise any rights and obligations of a holder of
Notes under the Indenture.
Unlike the holders of the Notes themselves, owners of book-entry interests will not have the direct
right to act upon the Issuer's solicitations for consents, requests for waivers or other actions from
holders of the notes. Instead, if you own a book-entry interest, you will be permitted to act only to the
extent you have received appropriate proxies to do so from the relevant Clearing System. The
procedures implemented for the granting of such proxies may not be sufficient to enable you to vote
on a timely basis.
Similarly, upon the occurrence of an Event of Default (as defined in the Description of the Notes at
Annex B hereto) under the Indenture, unless and until individual certificates are issued in respect of
all book-entry interests, if you own a book-entry interest, you will be restricted to acting through
Euroclear and Clearstream, Luxembourg. The procedures to be implemented through Euroclear and
Clearstream, Luxembourg may not be adequate to ensure the timely exercise of rights under the
Notes.
4

Financial turmoil in emerging markets could cause the price of the Notes to suffer
The market price of the Notes is influenced by economic and market conditions in Ukraine and, to a
varying degree, economic and market conditions in CIS, Eastern Europe and emerging markets
generally. Financial turmoil in Ukraine and other emerging markets in the past has adversely affected
market prices in the world's securities markets for companies that operate in those developing
economies. Even if the Ukrainian economy recovers from the current economic crisis and remains
relatively stable, financial turmoil in these countries could materially affect the market price of the
Notes.
The Group is party to certain legal proceedings
Claims by Investment Company "Business-Invest" LLC
In relation to the proceedings initiated by "Business Invest" LLC against Dniprooblenergo (as defined
below) challenging the legality and binding effect of the corporate authorisation of Dniprooblenergo
authorising it to enter into a suretyship in connection with the 2013 Notes and 2015 Notes on the basis
of certain amendments to the Law of Ukraine "On Joint-Stock Companies" that came into effect in
May 2015, the court of first instance declined the claim on 14 December 2016. However, "Business
Invest" LLC applied to the Court of Appeal, and the next hearing will take place on 2 February 2017.
See also Paragraph 5 (Material Litigation) of Section 9 (Information on the Company and additional
information relating to the Scheme) of the Explanatory Statement at Annex A hereto. A ruling by the
Court of Appeal in favour of "Business Invest" LLC could lead to further challenges to the legality
and binding effect of other suretyships entered into by Dniprooblenergo or other members of the
Group.
Claims by NJSC "Naftogaz of Ukraine"
In relation to the proceedings initiated by NJSC "Naftogaz of Ukraine" against PJSC "Kyivenergo"
for a claim of UAH 3,090,890,878,34 (equivalent to U.S.$120,457,855.72), the next hearing at the
Court of Appeal shall take place on 17 January 2017.
There can be no assurance that the Court of Appeal will rule in our favour with respect to either of
these proceedings or that the proceedings will not expose the Group to costly and time-consuming
litigation. These factors could affect the Group's overall performance and have a material adverse
effect on the Group's business, results of operations and financial condition.
There is no public market for the Notes
There is currently no existing market for the Notes and there will not be an existing market for the
Notes at the time they are issued. Application has been made to the Irish Stock Exchange for the
Notes to be admitted to the Official List of the Irish Stock Exchange and for trading on the Global
Exchange Market which is the exchange-regulated market of the Irish Stock Exchange. However,
there can be no assurance that a liquid market will develop for the Notes, that holders of the Notes
will be able to sell their Notes or that such holders will be able to sell their Notes for a price that
reflects their value.
We also cannot assure you that you will be able to sell your Notes at a particular time or at all, or that
the prices that you receive when you sell them will be favorable. If no active trading market develops,
you may not be able to resell your Notes at their fair market value, or at all. The liquidity of, and
trading market for, the Notes may also be adversely affected by, among other things:
·
prevailing interest rates;
·
our operating performance and financial condition;
5

·
the interest of securities dealers in making a market; and
·
the market for similar securities.
The market price of the Notes may be volatile
The market price of the Notes could be subject to significant fluctuations in response to actual or
anticipated variations in our operating results and those of its competitors, adverse business
developments, changes to the regulatory environment in which we operate, changes in financial
estimates by securities analysts and the actual or expected sale of a large number of Notes, as well as
other factors, including the trading market for Notes issued by or on behalf of Ukraine as a sovereign
borrower. In addition, in recent years, the global financial markets have experienced significant price
and volume fluctuations which, if repeated in the future, could affect the market price of the Notes
without regard to our results of operations or financial condition.
Characterisation of the Notes for U.S. federal income tax purposes
Although the proper characterisation of the Notes for U.S. federal income tax purposes is not entirely
free from doubt, we intend to treat the Notes as debt for such purposes. However, the classification of
an instrument as debt or equity is inherently factual, and our characterisation is not binding on the
Internal Revenue Service (the "IRS") or the courts, and no ruling is being requested from the IRS
with respect to the proper characterisation of the Notes for U.S. federal income tax purposes. If the
IRS were successfully to treat the Notes as equity of the Issuer for U.S. federal income tax purposes,
U.S. holders of Notes would likely be treated as owning an equity interest in a passive foreign
investment company and, accordingly, gains realised on the sale of, and interest paid on, the Notes
could be subject to deferred tax charges and other adverse consequences including additional
reporting requirements.
Any negative change in Ukraine's or the Notes' credit rating could adversely affect the market
price of the Notes
Ukraine's foreign currency denominated sovereign bonds are rated "B-/B stable" by Standard &
Poor's, a division of The McGraw-Hill Companies, Inc., "B-/B stable" by Fitch Ratings Limited
("Fitch") and "3/ stable" by Moody's Investors Service, Inc. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any
time by the assigning rating organisation. Any negative change in Ukraine's or the Notes' credit
rating could materially adversely affect the market price of the Notes.
The consolidated financial information contained in these Listing Particulars may be of limited use
in assessing the financial position of the Guarantors
Group companies, excluding the Guarantors and the Issuer, recorded in aggregate negative Adjusted
EBITDA of UAH 4,809 million and negative net assets of UAH 13,518 million, representing (118)%
and (244)%, respectively, of the Group's Adjusted EBITDA and net assets as at 31 December 2015.
Consequently, the consolidated financial information contained in these Listing Particulars may be of
limited use in assessing the financial position of the Guarantors.
Forward looking statements
These Listing Particulars may contain forward-looking statements, including (without limitation)
statements identified by the use of terminology such as "anticipates", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "will", "would" or similar words. These statements
are based on the Issuer's current expectations and projections about future events and involve
substantial uncertainties. All statements, other than statements of historical facts, contained herein
regarding the Issuer's strategy, goals, plans, future financial position, projected revenues and costs or
6

prospects are forward-looking statements. Forward-looking statements are subject to inherent risks
and uncertainties, some of which cannot be predicted or quantified. Future events or actual results
could differ materially from those set forth in, contemplated by or underlying forward-looking
statements. The Issuer does not undertake any obligation to publicly update or revise any forward-
looking statements.
J.
Transfer Restrictions
United States
The Notes have not been and will not be registered under the Securities Act and are being offered or
sold within the United States pursuant to Section 3(a)(10). Notes issued to persons who are not
"affiliates" (within the meaning of the Securities Act) of the Issuer ("affiliates") will not be
"restricted securities" under the Securities Act and may be sold by such persons in ordinary secondary
market transaction without restriction under the Securities Act. Notes issued to and held by persons
who are affiliates may only sold or otherwise transferred under an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act or any other applicable securities
laws. The Notes may not be offered to the public within any jurisdiction.
United Kingdom
These Listing Particulars are directed solely at persons who (i) are outside the United Kingdom or
(ii) are investment professionals, as such term is defined in Article 19(1) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") (iii) are persons
falling within Article 49(2)(a) to (d) of the Order 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 securities may otherwise
lawfully be communicated or caused to be communicated (all such persons together being referred to
as "relevant persons"). These Listing Particulars must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which these Listing Particulars
relates is available only to relevant persons and will be engaged in only with relevant persons.
K.
Presentation of Non-IFRS Financial Information
In these Listing Particulars, we present certain financial information and measures which are not
calculated in accordance with IFRS, such as "Adjusted EBITDA". As presented herein, Adjusted
EBITDA represents our profit for the year after excluding the following income statement items:
foreign exchange losses less gains from borrowings, certain finance costs, income tax expense,
depreciation and amortisation, recognition of loss from fair valuation of associate on transfer to
subsidiary, recognition of available-for-sale reserve on transfer to associate, impairment of investment
in associates, gain on a bargain purchase, impairment of property, plant and equipment, charitable
donations, the effect of cash flow hedge accounting and certain foreign exchange differences.
Our Adjusted EBITDA is a supplemental measure of our performance and liquidity that is not
required by or presented in accordance with IFRS. Furthermore, Adjusted EBITDA should not be
considered as an alternative to income after taxes, income before taxes or any other performance
measures derived in accordance with IFRS or as an alternative to cash flow from operating activities
as a measure of our liquidity or as a measure of cash available to us to invest in the growth of its
business.
We present Adjusted EBITDA because we believe it is frequently used by securities analysts,
investors and other interested parties in evaluating similar issuers, most of which present Adjusted
EBITDA when reporting their results. We also present Adjusted EBITDA as a supplemental measure
of our ability to service our indebtedness. Nevertheless, Adjusted EBITDA has limitations as an
analytical tool and should not be considered in isolation from, or as a substitute for, analysis of our
7

results of operations. As a measure of performance, Adjusted EBITDA presents some limitations for
the following reasons:
(a)
it does not reflect our cash expenditures or future requirements for capital expenditures or
contractual commitments;
(b)
it does not reflect changes in, or cash requirements for, our working capital needs;
(c)
it does not reflect the significant interest expense, or the cash requirements necessary to
service interest or principal payments, on our debt;
(d) although
depreciation,
depletion and amortisation are non-cash charges, the assets being
depreciated, depleted and amortised will often have to be replaced in the future and Adjusted
EBITDA does not reflect any cash requirements for such replacements;
(e)
it does not reflect certain foreign exchange gains or losses;
(f)
it does not reflect the effect of cash flow hedge operations;
(g) it does not reflect charitable donations; and
(h)
other companies in our industry may calculate Adjusted EBITDA differently from the way in
which we do, limiting its usefulness as comparative measures.

8

PART B. FINANCIAL, LISTING AND OTHER INFORMATION
1.
ISIN Number
XS1543030222.
2.
Authorisations
The issue of the Notes was authorised by the Issuer's board of directors on 16 November
2016.
3.
Material Contracts
There are no contracts, other than contracts entered into in the ordinary course of business, to
which the Issuer is a party, for the two years immediately preceding the date hereof, which
contain any provisions under which the Issuer has any obligation or entitlement material to it
as at the date hereof.
4.
Use of the proceeds
The Issuer did not receive any proceeds from the issue of the Notes, which were issued in
exchange for the Cancelled Notes. Please refer to Section 8 "Overview of the Scheme" of the
Explanatory Statement at Annex A hereto for further background.
5.
Legal and Arbitration Proceedings
Save as disclosed in "Risk Factors" above and under Paragraph 5 (Material Litigation) of
Section 9 (Information on the Company and additional information relating to the Scheme) of
the Explanatory Statement at Annex A hereto, there are no governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which the
Issuer is aware) which may have or have had in the past 12 months a significant effect on the
Issuer's financial position and profitability.
6.
Material Adverse Change
There has been no material adverse change in the financial position or prospects of the Issuer
since 31 December 2015 (being the date of its last published audited year-end financial
statements) and there has been no significant change in the financial or trading position of the
Issuer since 31 December 2015 (being the date of its last published audited year-end financial
statements).
7.
Expenses
It is expected that the total expenses related to admission to trading will be approximately
EUR 7,500.
8.
Prescription
Claims against the Issuer for the payment of principal on the Notes will be prescribed ten
years after the applicable due date for payment thereof. Claims against the Issuer for the
payment of interest on the Notes will be prescribed five years after the applicable due date for
payment of interest.
9.
Listing Agent
Arthur Cox Listing Services Limited, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland is
acting solely in its capacity as listing agent for the Issuer (and not on its own behalf) in
9

connection with the application for admission of the Notes to the Official List of the Irish
Stock Exchange and to trading on its Global Exchange Market.
10.
Documents available for inspection
For the life of these Listing Particulars the following documents will be available for
inspection in physical form at the registered office of the Issuer, 3rd Floor, 11-12 St. James's
Square, London SW1Y 4LB, United Kingdom, without charge:
1.
the constitutional documents of the Issuer and the Parent Guarantor;
2.
the financial statements incorporated by reference in these Listing Particulars;
3.
the Indenture; and
4.
the Explanatory Statement.
11.
Addresses
The following are the registered addresses of the Trustee, the Paying Agent and legal counsel
to the Issuer:
(a)
in the case of the Trustee:
GLAS Trust Corporation Limited
45 Ludgate Hill
London EC4M 7JU
United Kingdom

(b)
in the case of the Paying Agent:

The Bank of New York Mellon, London Branch
One Canada Square
Canary Wharf
London E14 5AL
United Kingdom

(c)
in the case of legal counsel to the Issuer:

Latham & Watkins LLP
Ulitsa Gasheka, 6, Ducat III, Office 510
Moscow 125047
Russia

12.
Composition of the Consolidated Financial Statements
As at 31 December 2015:
(a)
the Issuer recorded negative Adjusted EBITDA of UAH 3 million and negative net
assets of UAH 16,415 million, representing (0)% and (297)%, respectively, of the
Group's Adjusted EBITDA and net assets;
(b)
the Guarantors together recorded in aggregate Adjusted EBITDA of UAH 8,899
million and net assets of UAH 35,464 million, representing 218% and 641%,
respectively, of the Group's Adjusted EBITDA and net assets; and
10