Greenko Dutch B.V. Announces Results of the Consent Solicitation Relating to its 8.00% Senior Notes Due 2019

ROTTERDAM, Netherlands, Nov. 3, 2015 /PRNewswire/ -- Reference is made to the announcement of Greenko Dutch B.V. (the "Issuer") and Greenko Group plc (the "Parent Guarantor") dated October 20, 2015 in relation to the solicitation of consents (the "Consent Solicitation") from holders (the "Holders") of its outstanding 8.00% Senior Notes due 2019 (the "Notes") to certain proposed amendments and waivers (the "Proposed Amendments and Waivers") to the indenture governing the Notes (the "Indenture") dated as of August 1, 2014, by and among the Issuer, the Parent Guarantor and The Bank of New York Mellon, as trustee and notes collateral agent and common collateral agent (the "Trustee"), pursuant to the consent solicitation statement dated October 20, 2015 (the "Consent Solicitation Statement").

The Issuer is pleased to announce that it has received unrevoked consents from the holders of a majority in aggregate principal amount of the outstanding Notes to approve the Proposed Amendments and Waivers to the Indenture, as described in the Consent Solicitation Statement and that the Issuer, the Parent Guarantor and the Trustee have executed a supplemental indenture (the "Supplemental Indenture") in compliance with the conditions contained in the Indenture. The Supplemental Indenture became effective upon its execution; however the proposed amendments will not become operative until (i) immediately prior to the completion of the Parent Guarantor's sale to Greenko Energy Holdings, an affiliate of GIC, of all of the assets of the Parent Guarantor, including its shares in Greenko Mauritius (the "Disposal"), and (ii) the Consent Fee is paid.  The proposed waivers became operative upon execution of the Supplemental Indenture; provided, that, if the Issuer does not provide to the Trustee an Officer's Certificate attaching a confirmation of payment of the Consent Fee to DTC on or prior to March 31, 2016, the proposed waivers will cease to be operative, the Supplemental Indenture will terminate and the holders' rights will be reinstated as set forth in the Indenture immediately prior to the execution of the Supplemental Indenture.  The Issuer will send copies of the Supplemental Indenture to Holders of the Notes upon request.

It is expected that any Consent Fee due will be paid as soon as practicable after the conditions described under "The Consent Solicitation—Conditions to this Consent Solicitation" in the Consent Solicitation Statement are met and prior to or concurrently with the completion of the Disposal. The Issuer will not be obligated to pay, or to procure the payment of, any Consent Fee if such conditions (including the completion of the Disposal) are not met (unless waived by the Issuer).

This announcement is for informational purposes only and is not a solicitation of consent with respect to any Notes. The Consent Solicitation was being made solely by the Consent Solicitation Statement which sets forth a detailed statement of the terms and conditions of the Consent Solicitation. The Issuer and the Parent Guarantor conducted the Consent Solicitation only by, and pursuant to the terms and conditions of, the Consent Solicitation Statement. The Consent Solicitation is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required to inform themselves about, and to observe, any such restrictions.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. No public offer of securities is to be made by the Issuer in the United States.

ABOUT THE ISSUER AND THE PARENT GUARANTOR

Greenko Group plc, the Parent Guarantor, is one of the leading independent owners and operators of clean energy projects in India, and one of the largest operators of sub-100 MW hydropower projects in India in particular. The Parent Guarantor's current portfolio consists of operational hydropower projects, wind energy projects and thermal projects (which include biomass and gas).  The Issuer is a wholly-owned subsidiary of Greenko Mauritius, a subsidiary of the Parent Guarantor.

SAFE HARBOR STATEMENT

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are usually identified by the use of words such as "will," "anticipate," "believe," "estimate," "expect," "project," "plan," "intend," "should" or similar expressions. The Issuer intends these forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions.  Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement.  We assume no obligation to update publicly any forward looking statements, whether as a result of new information, future events or otherwise.  In evaluating forward looking statements, you should consider these risks and uncertainties.