Uniper SE: Agreement on Uniper Stabilization Package

 

Today, the Federal Government, Uniper SE ("Uniper") and Fortum Oyj ("Fortum") agreed on a stabilization package for Uniper. The stabilization package comprises a capital increase of approximately EUR 267 million for an issue price of EUR 1.70 per share excluding the shareholders' subscription rights. The capital increase will exclusively be signed by the Bund and will lead to a shareholding of the Bund in Uniper of approximately 30% (after the capital increase).

Further, a mandatory convertible instrument in the amount of up to EUR 7.7 billion shall be issued to the Bund. The issue will take place in tranches, insofar as this is required by the liquidity needs of Uniper. The exchange price per share at conversion includes a discount of between 25% and up to 50% from the stock exchange price of Uniper's shares in a specific time period before the implementation of the conversion.

Fortum is granted the option to acquire parts of the mandatory convertible instrument from the Bund. The acquisition takes place against transfer of the repayment claim from the EUR 4 billion loan, which was granted from Fortum to Uniper and disbursed. The acquisition is limited to an amount of up to EUR 4 billion of the issued mandatory convertible instrument and must not, in any case, amount to more than 70% of the issued mandatory convertible instrument.

The KfW credit facility granted to Uniper shall be increased from EUR 2 billion to EUR 9 billion and the intended use shall be expanded. The German Government informed Uniper during the negotiations that it intends to introduce a general mechanism for all gas importers to pass through the replacement costs for missing Russian gas as of 1 October 2022. This was used as an assumption in the term sheet and the stabilization package was calibrated based on this assumption. The agreement also foresees that in case replacement cost losses that cannot be offset by operating profits from Uniper’s other businesses exceed EUR 7 billion the German government stands ready for further support.

The stabilization measures are subject, inter alia, to the withdrawal of Uniper's lawsuit against the Netherlands in connection with the Energy Charter Treaty (ECT), regulatory approvals, in particular a state-aid approval from the EU Commission, and the confirmation of the investment grade rating of Uniper by S&P Global Ratings.

Uniper will convene an extraordinary general meeting to obtain shareholder approval for the stabilization measures.
 

Uniper will offer an investor and conference call with Klaus-Dieter Maubach (CEO) and Tiina Tuomela (CFO) on the agreed stabilization package at 14:00 CET. The link to the webcast can be found at ir.uniper.energy. The presentation will be made available online shortly before.

 

Contact:
Person making the notification:
Dr. Sascha Fehlemann
SVP Corporate Legal Affairs

Contact for investors and analysts:
Stefan Jost
Executive Vice President
Group Finance & Investor Relations
Uniper SE
Holzstraße 6
40221 Düsseldorf
Telefon +49 211 4579 8200
Telefax +49 211 4579 2022
Email ir@uniper.energy

Media contact:
Georg Oppermann
Senior Vice President
External Communication & Sustainability Communication
Uniper SE
Holzstraße 6
40221 Düsseldorf
Telefon +49 211 4579 5532
Mobile +49 178 439 48 47
press@uniper.energy