Alliander announces final results in relation to the Tender Offer

Alliander announces final results in relation to the Tender Offer for its outstanding 2013 €500,000,000 Hybrid Eurobond and pricing of new €500,000,000 Hybrid Eurobond

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" AS SET OUT IN THE TENDER OFFER MEMORANDUM DATED 29 JANUARY 2018)

On 29 January 2018, Alliander N.V. (Alliander) invited holders of the outstanding €500,000,000 Hybrid Eurobonds issued in 2013 (ISIN XS0997535520) to tender their bonds for repurchase by Alliander for cash (the Invitation).

Alliander successfully priced on 30 January 2018 a new €500,000,000 Hybrid Eurobond with a coupon of 1.625%. The new issuance is expected to close on 8 February 2018 and the proceeds are expected to be used to finance the repurchase of the validly tendered bonds and for general corporate purposes.

The Invitation expired at 4.00 p.m. (London time) on Monday 5 February 2018 (the Expiration Deadline). As at the Expiration Deadline, Alliander had received valid tenders of €412,708,000 in aggregate principal amount of the bonds for repurchase. Alliander has decided to accept for repurchase all bonds validly tendered in the Invitation in full, subject to the New Issue Condition (as more fully described in the Tender Offer Memorandum).

The repurchase price that will be paid by Alliander for any bonds validly tendered and accepted for repurchase by Alliander will be calculated, as described in the Tender Offer Memorandum, by reference to the repurchase yield of -0.25 per cent (102.807 per cent on the basis of a Settlement Date of 8 February 2018). On the Settlement Date (Wednesday 8 February 2018 (expected)), Alliander will also pay Accrued Interest in respect of the bonds accepted for repurchase pursuant to the Invitation equal to €6.50 per €1,000 in principal amount of the bonds.

ING and Morgan Stanley have been appointed to act as Structuring Advisers. ING, Morgan Stanley, MUFG and Rabobank have been appointed to act as Joint Dealer Managers on the Invitation and to act as Joint Lead Managers for the new issue. Citibank has been appointed as Tender Agent.

This press release contains information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation 596/2014.