Genesis Energy Considers Green Capital Bond Offer

Monday 19th June 2023

Genesis Energy Limited (Genesis) is considering making an offer (Offer) of 30 year unsecured, subordinated green capital bonds (Capital Bonds) to New Zealand investors.

It is expected that full details of the Offer will be released on 26 June 2023, when the Offer is expected to open.

The Capital Bonds, if issued, are expected to be assigned an Issue Credit Rating of BB+ by S&P Global Ratings. Genesis has an Issuer Credit Rating of BBB+ (stable outlook) by S&P Global Ratings.

GNE050 Bonds redemption

Genesis has the right to redeem its subordinated capital bonds which are quoted on the NZX Debt Market under the ticker GNE050 (GNE050 Bonds) on 17 July 2023 (being the first business day after the scheduled reset date of 16 July 2023, which is a Sunday).

If the Offer is made and the bookbuild is successful:

(a) holders of GNE050 Bonds that are held through a custodial account (and who wish to re-invest in the new Capital Bonds) (Custodial GNE050 Bondholder) may be able to exchange all or some of their GNE050 Bonds for an equal number of new Capital Bonds on the issue date of the new Capital Bonds (expected to be 10 July 2023); and

(b) Genesis will exercise its option to redeem all GNE050 Bonds on 17 July 2023 that are not otherwise exchanged under the exchange mechanism described above.

The exchange mechanism will only be available to a Custodial GNE050 Bondholder if:

(a) the Custodial GNE050 Bondholder receives an allocation of new Capital Bonds from a participant in the bookbuild for the Offer; and

(b) Genesis and the relevant participant (acting on the authorisation of the Custodial GNE050 Bondholder) have agreed to the exchange.

To allow for an orderly settlement and redemption process, it is expected that trading in all GNE050 Bonds would be suspended from market close on the date on which the new Offer opens (expected to be 26 June 2023). Genesis will communicate with all GNE050 bondholders directly to notify them of the potential redemption and the trading suspension (a template letter is attached to this announcement).

Other information

Genesis has appointed Bank of New Zealand, Craigs Investment Partners Limited and Forsyth Barr Limited as Joint Lead Managers in relation to the Offer.

There will be no public pool for the Offer, with all of the Capital Bonds (including under the exchange mechanism described above) to be reserved for clients of the Joint Lead Managers, NZX participants and other financial intermediaries.

Investors (including GNE050 bondholders) can register their interest by contacting a Joint Lead Manager or their usual financial adviser. Indications of interest will not constitute an obligation or commitment of any kind. No money is currently being sought and applications for the Capital Bonds cannot currently be made.

If the Offer is made, it will be made pursuant to the Financial Markets Conduct Act 2013 as an offer of debt securities of the same class as existing quoted debt securities. The Capital Bonds are expected to be quoted on the NZX Debt Market.

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