CEZ MH B.V., XS1027633434

CEZ MH B.V., XS1027633434

31.03.2017 - 08:02:40

CEZ MH B.V.: Results of Invitation to Holders to Offer to Sell Outstanding EUR 470.2 Million Guaranteed Exchangeable Bonds and Final Terms of Equity Placing

Ad hoc release: Results of Invitation to Holders to Offer to Sell Outstanding EUR 470.2 Million Guaranteed Exchangeable Bonds and Final Terms of Equity Placing

Publication of inside information pursuant to Article 17 of the EU regulation No 596/2014 of the European Parliament and of the Council of 16 April 2014 (Market Abuse Regulation)

Amsterdam, 31st March 2017, 08:00 CET

CEZ MH B.V., a wholly owned subsidiary of ?EZ, a. s., has concluded its invitation to holders of its outstanding EUR 470.2 million guaranteed exchangeable bonds due 2017 (ISIN: XS1027633434) (the "Bonds"), exchangeable into ordinary shares of MOL Hungarian Oil and Gas Plc ("MOL") (ISIN: HU0000068952).

Following expiration of the invitation at 5.00 p.m. (London time) on 30th March 2017 (the "Expiration Deadline"), (i) CEZ MH B.V. had received as at the Expiration Deadline, EUR 463.1 million in aggregate principal amount of Bonds validly offered for sale pursuant to the invitation and (ii) CEZ MH B.V. has accepted for sale all such validly offered Bonds in accordance with the terms and conditions set out in the term sheet dated 29th March 2017. The purchase price per EUR 100,000 principal amount of Bonds offered and accepted for sale will be EUR 109,000.

Of the principal amount of EUR 468.6 million of the Bonds currently outstanding, approximately 98.8 per cent were accepted by CEZ MH B.V. for sale in the invitation. Following settlement of the invitation, Bonds in the aggregate principal amount of approximately EUR 5.5 million will remain outstanding.

The final size of the equity placing of MOL shares by CEZ MH B.V. will be 7,561,372 million MOL shares raising proceeds of HUF 141.4 billion.

Settlement of the invitation and the equity placing is expected to occur on or around 4th April 2017. After settlement of the equity placing, CEZ MH B.V. will continue to hold 89,796 MOL shares (representing a shareholding of 0.1 per cent in MOL).

Barclays Bank PLC, Citigroup Global Markets Limited and Deutsche Bank AG, London Branch are acting as joint dealer managers with respect to the invitation and joint bookrunners with respect to the equity placing. Citigroup Global Markets Limited is acting as settlement agent.

Contact:

Name: Jan Bro?ík Position: managing director Fax: + 420 211 042 040 E-mail: investor.relations@cez.cz

CEZ MH B.V. Hogehilweg 5 D 1101 CA Amsterdam Company ID No 24426342IMPORTANT NOTICETHIS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY OR SELL, OR THE SOLICITATION OF AN OFFER TO BUY OR SELL OR SUBSCRIBE FOR, ANY SECURITIES, NOR SHALL THERE BE ANY OFFER OF ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS WITHIN THE MEANING OF THE EC DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND COUNCIL DATED 4 NOVEMBER 2003, AS AMENDED (THE "PROSPECTUS DIRECTIVE").NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS RELEASE. NO ACTION HAS BEEN TAKEN BY CEZ MH B.V. ("THE OFFEROR"), ?EZ, A. S. ("THE GUARANTOR"), THE JOINT DEALER MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT THE SALE OF THE MOL SHARES (THE "SHARES") OR POSSESSION OR DISTRIBUTION OF THIS RELEASE OR ANY INVITATION, PLACING OR PUBLICITY MATERIAL RELATING TO THE BONDS OR THE SHARES (HEREINAFTER TOGETHER, THE "SECURITIES") IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS RELEASE COMES ARE REQUIRED BY THE OFFEROR, THE GUARANTOR AND THE JOINT DEALER MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF SECURITIES OR ANY PUBLIC INVITATION TO OFFER OR SELL SECURITIES IN THE UNITED STATES.

FOR READERS IN THE EUROPEAN ECONOMIC AREA THE INVITATION AND EQUITY PLACING ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS").

FOR READERS IN THE UNITED KINGDOM IN ADDITION, IN THE UNITED KINGDOM THE INVITATION AND EQUITY PLACING IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE 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") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).

ANY DECISION TO SELL ANY OF THE BONDS OR PURCHASE ANY OF THE SHARES SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE OFFEROR'S, THE GUARANTOR'S AND MOL'S PUBLICLY AVAILABLE INFORMATION. NEITHER THE JOINT DEALER MANAGERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS RELEASE OR THE OFFEROR'S, THE GUARANTOR'S OR MOL'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE SETTLEMENT DATES.

EACH PROSPECTIVE INVESTOR IN THE EQUITY PLACING AND PROPSECTIVE PARTICIPANT IN THE INVITATION SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SHARES OR PARTICIPATION IN THE INVITATION. NONE OF THE OFFEROR, THE GUARANTOR OR THE JOINT DEALER MANAGERS MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SHARES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SHARES OR PARTICIPATING IN THE INVITATION OR (III) THE FUTURE PERFORMANCE OF THE BONDS OR THE SHARES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

DEUTSCHE BANK AG IS AUTHORISED UNDER GERMAN BANKING LAW (COMPETENT AUTHORITY: EUROPEAN CENTRAL BANK) AND, IN THE UNITED KINGDOM, BY THE PRUDENTIAL REGULATION AUTHORITY. IT IS SUBJECT TO SUPERVISION BY THE EUROPEAN CENTRAL BANK AND BY BAFIN, GERMANY'S FEDERAL FINANCIAL SUPERVISORY AUTHORITY, AND IS SUBJECT TO LIMITED REGULATION IN THE UNITED KINGDOM BY THE PRUDENTIAL REGULATION AUTHORITY AND FINANCIAL CONDUCT AUTHORITY. EACH OF BARCLAYS BANK PLC AND CITIGROUP GLOBAL MARKETS LIMITED IS AUTHORISED BY THE PRUDENTIAL REGULATORY AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND PRUDENTIAL REGULATORY AUTOHRITY. DETAILS ABOUT THE EXTENT OF THE JOINT DEALER MANAGERS' RESPECTIVE AUTHORISATIONS AND REGULATION ARE AVAILABLE ON REQUEST.

THE JOINT DEALER MANAGERS AND THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF THE OFFEROR AND THE GUARANTOR AND NO ONE ELSE IN CONNECTION WITH THE INVITATION AND THE EQUITY PLACING AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT DEALER MANAGERS OR THE JOINT BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.

31-March-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

Language: English

Company: CEZ MH B.V. Hogehilweg 5 D 1101 Amsterdam

Netherlands ISIN: XS1027633434 WKN: A1ZC51 Listed: Regulated Unofficial Market in Berlin, Stuttgart; Open Market in Frankfurt   End of Announcement DGAP News Service

560547  31-March-2017 CET/CEST

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