EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR)

Announces Commencement of Exchange Offer relating to its outstanding Senior Notes due 2022

BUENOS AIRES, Argentina, Sept. 24, 2022 /PRNewswire/ -- Empresa Distribuidora y Comercializadora Norte S.A. ("Edenor" or the "Company") hereby announces the commencement of its offer to exchange (the "Offer") any and all of its outstanding 9.75% Senior Notes due 2022 (the "Existing Notes") for the applicable amount of newly issued 9.75% Additional Senior Notes due 2025 (the "Additional New Notes") and cash, upon the terms and subject to the conditions set forth in the exchange offer memorandum, dated September 23, 2022 (the "Exchange Offer Memorandum"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Exchange Offer Memorandum.

The Offer is only available to holders of Existing Notes who are (1) "Qualified Institutional Buyers" ("QIBs") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, or (2) persons other than "U.S. persons" (as defined in Rule 902 under Regulation S under the Securities Act, "U.S. Persons") outside the United States who are not acquiring Additional New Notes for the account or benefit of a U.S. Person, in offshore transactions in reliance on Regulation S under the Securities Act, and who are non-U.S. Qualified Offerees (as defined in the Exchange Offer Memorandum), in each case, whose receipt and review of the Exchange Offer Memorandum, and participation in the Offer, is otherwise permitted under the laws and regulations of any jurisdiction applicable to them.  Eligible Holders in Argentina are urged to read, must follow the procedures set forth in, and must rely exclusively on, the Argentine Exchange Offer Memorandum. Holders who desire to obtain and complete an electronic Eligibility Letter should visit the following website: https://projects.morrowsodali.com/EdenorEligibility.

The following table sets forth certain information relating to the Offer:

(1)  The Existing Notes are currently listed on the Luxembourg Stock Exchange and traded on its Euro MTF Market, are listed and traded on the BYMA (as defined below), through BCBA (as defined below) acting in accordance with the authority delegated by the BYMA to the BCBA and are traded on the MAE (as defined below).

(2)  For each U.S.$1,000 principal amount of Existing Notes validly tendered and accepted for exchange on or prior to the Expiration Date, an Eligible Holder shall receive U.S.$630 principal amount of Additional New Notes and U.S.$400 in cash (the "Cash Consideration"). The Exchange Consideration (as defined below) does not include the Accrued Interest Payment (as defined below).

The Offer will expire at 5:00 p.m., New York City time, on October 21, 2022, unless extended by us in our sole discretion (such date and time, as the same may be extended, the "Expiration Date"). Eligible Holders of Existing Notes who validly submit their Tender Orders on or prior to the Expiration Date will be eligible to receive the Exchange Consideration. Tender Orders may be validly revoked at any time prior to 5:00 p.m., New York City time on October 21, 2022 unless extended by us in our sole discretion (such date and time, as the same may be extended, the "Withdrawal Date"), but not thereafter. The deadlines set by any intermediary or relevant clearing system may be earlier than these deadlines.

Exchange Consideration

Tender Orders of Existing Notes submitted in the Offer will receive the Cash Consideration plus the Additional New Notes Consideration, which together are referred to herein as "Exchange Consideration".

For each U.S.$1,000 principal amount of Existing Notes validly tendered and accepted for exchange on or prior to the Expiration Date, an Eligible Holder shall receive U.S.$630 principal amount of Additional New Notes (the "Additional New Notes Consideration") and U.S.$400 of Cash Consideration.

A separate Tender Order must be submitted on behalf of each beneficial owner.

Accrued Interest

In addition to the Exchange Consideration, Eligible Holders whose Existing Notes are accepted for exchange in the Offer will also receive all accrued and unpaid interest (rounded to the nearest cent U.S.$0.01) from the last interest payment date to, but not including, the Settlement Date (as defined below) (such payment, the "Accrued Interest Payment"), to be paid in cash on the Settlement Date.  As to each U.S.$1,000 principal amount of Existing Notes validly tendered and accepted for exchange, an amount equal to interest accrued on the Additional New Notes delivered as the Additional New Notes Consideration in exchange therefor from May 12, 2022 to, but not including, the Settlement Date will be deducted from the Accrued Interest Payment.

The Settlement Date is expected to be October 24, 2022.

Additional New Notes

The Additional New Notes are being offered as additional debt securities under the indenture dated May 12, 2022 (the "New Notes Indenture"), pursuant to which we previously issued U.S.$52,706,268 Senior Notes due 2025 (the "Initial New Notes"). The Initial New Notes and the Additional New Notes (together referred to as the "New Notes") are fungible and will constitute a single series of debt securities, provided that the Additional New Notes offered and sold pursuant to Regulation S Notes will have a temporary CUSIP number, ISIN number and Common Code until expiration of the 40-day "distribution compliance period" with respect to the Additional New Notes. Principal of the Additional New Notes will mature on May 12, 2025. The Additional New Notes will bear interest at 9.75% per year, payable semi-annually in arrears on May 12 and November 12 of each year, commencing on November 12, 2022.

The Condition

We will not be required to consummate the Offer, and we may terminate the Offer or, at our option, withdraw, modify, extend or otherwise amend the Offer at any time prior to or concurrently with the expiration of the Offer, as extended for any reason in our sole discretion, including without limitation, if the following condition has not been satisfied or waived (in our sole discretion): no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality, that prohibits, prevents, restricts or delays consummation of the Offer.

If you do not validly submit a Tender Order in the Offer and we consummate the Offer, you will continue to hold Existing Notes and you will not receive the Exchange Consideration. However, if we are unable to consummate the Offer, we may not be able to repay our debt in whole or in part under the Existing Notes at maturity, due to foreign exchange regulations or for other reasons.

If and when issued, the Additional New Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction except that the CNV has authorized the public offering of the Program and the notes issued thereunder, pursuant to Resolution No. 20,503 dated October 23, 2019, and Resolution No. DI-2022-4APN-GE#CNV dated April 8, 2022. The public offering of the Additional New Notes in Argentina is included within the public offering authorization granted by the CNV to the Program, in accordance with Section 41, Title II, Chapter V, Section V of the CNV Rules. Therefore, the Additional New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

Morrow Sodali Limited will act as the Exchange and Information Agent for the Offer. Questions or requests for assistance related to the Offer or for additional copies of the Offer Documents may be directed to the Exchange and Information Agent (email: [email protected]; Tel: +1 203 609 4910 (Stamford); Tel: +44 20 4513 6933 (London). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Offer Documents are available for Eligible Holders at the following Eligibility Letter Website: https://projects.morrowsodali.com/EdenorEligibility.

BofA Securities, Inc. is acting as the dealer manager for the Offer outside Argentina.

Global Valores S.A. will act as Argentine Dealer Manager for the Offer in Argentina. Questions or requests for assistance related to the Offer in Argentina may be directed to the Argentine Dealer Manager (email: [email protected]; Tel.: (+54 11) 5235 1200 (Argentina).

Subject to applicable law, the Offer may be amended in any respect, extended or, upon failure of a condition to be satisfied or waived or terminated at any time and for any reason prior to the Expiration Date. We reserve the right to amend, at any time, the terms of the Offer (including, without limitation, the conditions thereto) in accordance with applicable law. We will give Eligible Holders notice of any amendments and will extend the Expiration Date if required by applicable law.

Eligible Holders of Existing Notes are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes as to when such intermediary would need to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, the Offer before the deadlines specified in the Offer Documents. The deadlines set by any such intermediary for the submission of instructions will be earlier than the relevant deadlines specified above.

Important Notice

This announcement is not an offer of securities for sale in the United States, and none of the Additional New Notes has been or will be registered under the Securities Act or any state securities law (other than Argentina, where the public offering of the Additional New Notes is included within the public offering authorization granted by the CNV to the Program, in accordance with Section 41, Title II, Chapter V, Section V of the CNV Rules).  The CNV's authorization means only that the information requirements of the CNV have been satisfied. The CNV has not rendered any opinion in respect of the accuracy of the information contained in the Exchange Offer Memorandum or the Argentine Exchange Offer Memorandum, and has not issued an opinion about the Exchange Consideration to be received pursuant the terms of the Offer.

The Additional New Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.  This press release does not constitute an offer of the Additional New Notes for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale would be unlawful. None of the Company, the Dealer Manager, the Argentine Dealer Manager, the Exchange and Information Agent, the Trustee, the representative of the Trustee in Argentina, the Paying Agents, the Registrars, the Transfer Agents, the Luxembourg Listing Agent or their respective directors, employees and affiliates makes any recommendation whatsoever regarding the Offer or any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes for exchange pursuant to the Offer. Accordingly, any person considering participating in the Offer or making an investment decision relating to the Additional New Notes must inform itself independently based solely on the Exchange Offer Memorandum (and, to the extent applicable, the Argentine Exchange Offer Memorandum and ancillary local offering documents in Argentina) to be provided to Eligible Holders in connection with the Offer before taking any such investment decision.

This announcement is directed only to Eligible Holders. No offer of any kind is being made to any beneficial owner of Existing Notes who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Offer is not permitted by law. 

The distribution of materials relating to the Offer may be restricted by law in certain jurisdictions. The Offer is void in all jurisdictions where they are prohibited. If materials relating to the Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the Offer, including this communication, do not constitute, and may not be used in connection with, an offer in any place where offers are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a dealer manager or any affiliate of a dealer manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the dealer managers or such affiliate on behalf of the Company in that jurisdiction.

Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are forward-looking statements. Specifically, the Company cannot assure you that the proposed transactions described above will be consummated on the terms currently contemplated, if at all. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which the Company has no control. The Company assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.

Note to Eligible Holders in the European Economic Area - Prohibition of sales to EEA Retail Investors – The Additional New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Additional New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Additional New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Note to Eligible Holders in the United Kingdom - Prohibition of sales to UK Retail Investors – The Additional New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Additional New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Additional New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

In the UK, this Exchange Offer Memorandum and any other material in relation to the Additional New Notes described herein are being distributed only to, and are directed only at, persons who are "qualified investors" (as defined in the UK Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as "Relevant Persons". In the UK, the Additional New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Additional New Notes will be engaged in only with, Relevant Persons. This Exchange Offer Memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the UK. Any person in the UK that is not a Relevant Person should not act or rely on this Exchange Offer Memorandum or its contents.

Media contact: Michael Truscelli +1-203-609-4910

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SOURCE Empresa Distribuidora y Comercializadora Norte S.A. (Edenor)