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DTEK FINANCE PLC 3Rd Floor 11-12 St. James L __________________________________________________________________________________ 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 3 “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.
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