NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
PRESS RELEASE
Amendment to Consent Solicitation
DTEK Finance PLC
Kyiv, 21 June 2016
On 17 June 2016, DTEK Finance PLC (the "Company") launched a consent solicitation soliciting the consent of holders (the
"Noteholders") of its (i) U.S.$ 750,000,000 7.875% Senior Notes due 2018
(Regulation S CUSIP: G2941DAA0 / Rule 144A CUSIP: 23339BAA7; Regulation S ISIN: USG2941DAA03 / Rule 144A ISIN:
US23339BAA70; Regulation S Common Code: 078395028 / Rule 144A Common Code: 078395010) (the "2013
Notes"); and (ii) U.S.$ 160,000,000 10.375% Senior Notes due 2018 (CUSIP: G2941DAB8 / ISIN: USG2941DAB85
/ Common Code: 022732061) (the "2015 Notes" and together with the 2013 Notes, the "Notes") to the Potential Deleveraging Transaction (the "Consent Solicitation"), as described in the Consent Solicitation Memorandum dated 17 June 2016 prepared by the
Company in respect of the Consent Solicitation (the "Consent Solicitation Memorandum"). Capitalised terms
used but not defined herein shall have the meanings set out in the Consent Solicitation Memorandum.
The deemed representation, warranty and undertaking at 'Procedures for
Participating in the Consent Solicitation - Holders' representations, warranties and undertakings - sub-paragraph (a)' on
page 17 of the Consent Solicitation Memorandum has been amended in its entirety to read as follows:
"it was, on the Record Date, the full owner of the
Notes that are the subject of its Consent Instruction (or, in the event the Holder of the Notes held formal title to such Notes, that it had full
entitlement to transfer ownership over them) and that such Notes were, on the Record Date,
free of all liens, charges, encumbrances or restrictions to their transferability;"
--------------
As previously announced, the Consent Solicitation Deadline is 5:00 p.m. (New York time) on 29 June
2016 (unless extended, re-opened or earlier terminated by the Company). A record date of 5.00 p.m. (New York time) on 18 May 2016
(the "Record Date") has been set in respect of all Notes. Only those Direct Participants of DTC who
appear on the omnibus proxy issued by DTC on the Record Date will be entitled to consent via a Consent Form.
Noteholders who are not Direct Participants of DTC must contact their broker, dealer, bank, custodian, trust company,
nominee or other intermediary to arrange for the Direct Participant of DTC through which they hold Notes to submit a Consent Form
on their behalf to be received by the Tabulation and Information Agent prior to the Consent Solicitation
Deadline. Each Noteholder that submits or arranges for the
submission of a Consent Form shall be deemed to automatically and unconditionally
authorise and instruct the Tabulation and Information Agent to execute and deliver to the Issuer the Consent Letter.
For further information on the voting procedure please contact Lucid Issuer Services Limited:
Lucid Issuer Services Limited as the Tabulation and Information Agent
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Yves Theis
Telephone: +44 20 7704 0880
Email: dtek@lucid-is.com Facsimile: +44 20 3004 1590 This Notice is given by:
DTEK Finance PLC
18 South Street, London
W1K 1DG
United Kingdom
This notice is neither an offer to purchase nor a solicitation of an offer to sell securities. The
Consent Solicitation is not being made to any person in any jurisdiction in which the making of the Consent Solicitation would
not be in compliance with the securities or other laws of such jurisdiction. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may
not be offered or sold in the United States, unless registered under the Securities Act or unless an exemption from the
registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in
the United States and the Company does not intend to make any such registration under the Securities Act.
In the United Kingdom, this communication is being distributed only to and is directed only at (a)
persons who have professional experience in matters relating to investments falling within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), (b) high net worth entities falling within Article 49(2)(a) to (d) of the Order and (c) other
persons to whom it may be lawfully communicated (all such persons together being referred to as "relevant persons"). Any person
who is not a relevant person should not act or rely on this communication or any of its contents.
Statements contained herein may constitute "forward-looking statements". Forward-looking
statements are generally identifiable by the use of the words "may", "will", "should", "aim", "plan", "expect", "anticipate",
"estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words
or comparable terminology.
Forward-looking statements involve a number of known and unknown risks, uncertainties and other
factors that could cause the Company's or its industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or achievements expressed or implied by such
forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be
made herein, whether as a result of new information, future events or otherwise.
No party accepts any responsibility or liability whatsoever for any loss or damage occasioned to
any person arising out of the process described in this notice.
Profile
DTEK
is a strategic holding company that manages three operational sub-holding companies with the assets in
the coal production, thermal energy generation and distribution as well as alternative energy and gas production. It is part of
the financial and industrial group System Capital Management (SCM). The shareholder of the group is Rinat Akhmetov.
Maxim
Timchenko
is
the Chief Executive Officer of DTEK. Currently, DTEK employs 118 thousand people.
The assets portfolio of DTEK in coal production, thermal generation and distribution sectors is represented
by 31 mines and 13 coal processing plants; ten thermal power plants and two combined heat and power plants with 18 GW of total
installed capacity; and six electricity distribution companies, which provide services to over 4.4 million customers. The
alternative energy sector is represented by one wind farm with the designed installed capacity of 200 MW. The proven reserves of
natural gas (С1, С2) at three fields amount to 26 billion cubic
meters.
In 2015, DTEK's companies generated 38.3 bln kWh, including 634 mln kWh generated by the wind farm,
transmitted 45.1 bln kWh of electricity, and produced 28.7 mln tonnes of coal and 1.3 bln cubic meters of natural gas.
For more information, visit:
www.dtek.com
To learn about the social partnership projects in progress in the towns and cities of DTEK companies'
operations and get a detailed status report on their implementation, visit
www.spp-dtek.com.ua
For more information, please contact:
Oksana Nersesova
IR Manager, DTEK
Tel.: +38 (044) 581 45 22
E-mail: ir@dtek.com
.