DONG Energy Resumes Intention to Issue New Hybrid Capital Bondsand Announces Invitation to Tender Existing Hybrid Capital Bonds for Repurchase (Denmark)

THESE MATERIALS DO NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE NOTES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”).

THE NOTES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (See “Offer and Distribution Restrictions” in the Tender Offer Memorandum (see link below)).

DONG Energy resumes intention to issue new hybrid capital bondsand announces invitation to tender existing hybrid capital bonds for repurchase

DONG Energy today resumes its intention to issue, subject to market conditions, new callable subordinated capital securities due 3010.

The issue of the new securities will be pursued to strengthen the capital structure and to further secure the capital structure targets. The net proceeds of the new securities will be used for refinancing existing indebtedness including hybrid capital and for general corporate purposes.The issue of new securities is intended to be at least benchmark size.

At the same time DONG Energy hereby announces a conditional invitation to all holders (subject to regulatory offer restrictions as provided for in the Tender Offer Memorandum) of its outstanding EUR 1.1bn callable subordinated capital securities due 3005 (ISIN: XS0223249003) to tender any or all (subject to the Maximum Acceptance Amount as provided for in the Tender Offer Memorandum) of their existing bonds for repurchase for cash.

Details on pricing and the contemplated time schedule are included in the Tender Offer Memorandum.

It is currently contemplated that the tendered amount to be accepted will be sized to ensure that the total outstanding principal amount of hybrid capital remains at least equal to the current outstanding amount of EUR 1.1bn, but below EUR 1.6bn.

The tender offer is subject to the successful completion of the issue of the new hybrid capital bonds.

Prospectus for the new issue will be filed with the CSSF (the financial supervisory authority of Luxembourg) for approval.

The information provided in this announcement does not change the previous financial guidance for the financial year 2010or the announced expected investment level.

[mappress]

Source: dongenergy, January 14, 2011