Wrap Text
Tender offer launch by a Group subsidiary
MAS P.L.C.
Registered in Malta
Registration number C 99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
("MAS", the "Company" or the "Group")
TENDER OFFER LAUNCH BY A GROUP SUBSIDIARY
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS), ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER
AND DISTRIBUTION RESTRICTIONS" BELOW).
MAS SECURITIES B.V.
(incorporated in The Netherlands with limited liability)
MAS Securities B.V. (the "Issuer"), a wholly owned subsidiary of the Company, announced today its invitation to holders of the EUR300,000,000
4.25 per cent. Guaranteed Notes due 2026 (ISIN: XS2339025277) (the "Notes") to tender such Notes for purchase by the Issuer for cash (the
"Offer") in an aggregate principal amount up to the Maximum Acceptance Amount, on the terms and subject to the conditions set out in the tender
offer memorandum dated 29 September 2025 (the "Tender Offer Memorandum") prepared by the Issuer. The Offer is subject to the offer and
distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender Agent as set out below.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offer
A summary of certain terms of the Offer appears below:
Outstanding Principal Maximum Acceptance
Notes ISIN / Common Code Amount(1) Maturity Date Purchase Price(2) Amount
EUR 300,000,000 4.25 XS2339025277 / EUR 172,517,000 19 May 2026 100 per cent. EUR 120,000,000
per cent. Guaranteed 233902527
Notes due 2026
(1) As of the date of the Tender Offer Memorandum, the aggregate principal amount of Notes outstanding is EUR 259,777,000, of which EUR 87,260,000 is held by the Issuer.
As a result, the aggregate principal amount of Notes outstanding, excluding the aggregate principal amount of Notes held by the Issuer is EUR 172,517,000. See "The Offer
– Rationale for the Offer" and "Risk Factors and Other Considerations – Potential exercise of Issuer Residual Call Option following the Settlement Date" for further information.
(2) In addition to the Purchase Price, the Issuer will pay holders whose Notes are accepted for purchase by the Issuer, the Accrued Interest Payment (as defined herein).
Rationale for the Offer
The purpose of the Offer is to, amongst other things, (i) utilise cash raised from the Group's secured funding initiatives, (ii) proactively improve the
Group's liability composition and (iii) manage the Group's debt maturity profile and its funding commitments while optimising total shareholder returns.
Notes purchased by the Issuer pursuant to the Offer will be cancelled by the Issuer as soon as practicable following the Settlement Date, in any
case prior to the Issuer's potential exercise of the Issuer Residual Call Option (as defined below).
Under Condition 7(e) of the terms and conditions of the Notes, in the event that 80 per cent. or more of the originally issued amount of the Notes
has been redeemed or repurchased and cancelled by the Issuer, including pursuant to the Offer or otherwise, the Issuer may, at its option and in its
sole discretion, redeem in whole, but not in part, the remaining outstanding Notes at their principal amount together with any accrued but unpaid
interest up to the redemption date, subject to the Issuer having given the holders of the Notes not less than 30 nor more than 60 days' notice and
certain other conditions being satisfied (the "Issuer Residual Call Option").
Following the earlier completion of a series of bilateral agreements, on-market repurchases and liability management transactions, including an
agreement dated 26 September 2025 between the Issuer and MAS CEE Holdings Ltd ("MAS CEE Holdings") for the repurchase of the EUR
80,655,000 in principal amount of the Notes held by MAS CEE Holdings, EUR 40,223,000 in aggregate principal amount of Notes was repurchased
and has been cancelled by the Issuer, and EUR 87,260,000 in aggregate principal amount of Notes was repurchased and is currently held by the
Issuer, which the Issuer intends to cancel on or around the Settlement Date (the "Issuer Cancellation").
As a result of such transactions, EUR 259,777,000 in principal amount of the Notes, representing approximately 86.6 per cent. of the aggregate
principal amount of the Notes originally issued, is currently outstanding, of which EUR 87,260,000 in principal amount of the Notes, representing
approximately 29.1 per cent. of the aggregate principal amount of the Notes originally issued, is currently held by the Issuer.
Taking into account the Issuer Cancellation, EUR 172,517,000 in aggregate principal amount of the Notes will remain outstanding irrespective of the
outcome of this Offer and the Issuer Residual Call Option can be exercised if a further EUR 112,517,000 in principal amount of the Notes,
representing approximately 65.2 per cent. of the Notes outstanding (taking into account the Issuer Cancellation), is purchased in the Offer. As at the
date of the Tender Offer Memorandum, it is the intention of the Issuer to exercise the Issuer Residual Call Option in respect of the Notes if such
threshold is met as soon as practicable following the completion of the Offer.
Details of the Offer
Purchase Price
The Issuer will pay, for Notes accepted for purchase pursuant to the Offer, a cash purchase price equal to 100 per cent. of the principal amount of
the Notes (the "Purchase Price").
The Issuer is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Issuer
of Notes tendered pursuant to the Offer is at the sole and absolute discretion of the Issuer and tenders may be rejected by the Issuer for any reason.
Accrued Interest Payment
The Issuer will also pay, on the Settlement Date, an amount in cash (rounded to the nearest EUR0.01 as applicable, with half a cent being rounded
upwards) equal to the Accrued Interest on the Notes which will be purchased by the Issuer pursuant to the Offer (the "Accrued Interest Payment").
Maximum Acceptance Amount
The Issuer proposes to accept, on the terms and subject to the conditions described in the Tender Offer Memorandum, Notes for purchase up to a
maximum principal amount (the "Maximum Acceptance Amount") such that the total purchase consideration for Notes validly tendered and
accepted for purchase (including Accrued Interest Payments) does not exceed EUR 120,000,000).
In the event that the Tender Instructions validly submitted result in more Notes being offered than the Final Acceptance Amount, such Tender
Instructions will be accepted on a pro rata basis (as described below under "Scaling") such that the aggregate principal amount of Notes accepted
for purchase is no greater than the Final Acceptance Amount.
The Issuer reserves the right, in its sole and absolute discretion, to purchase more or less than the Maximum Acceptance Amount. The Issuer will
determine the aggregate principal amount of Notes which it elects to purchase pursuant to the Offer (the "Final Acceptance Amount") in its sole
and absolute discretion.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and applicable Accrued Interest Payment pursuant to, the Offer, Holders must
validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent
by 4.00 p.m. (London time) on 6 October 2025 (the "Expiration Deadline").
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Scaling
In the circumstances described in the Tender Offer Memorandum in which Notes validly tendered pursuant to the Offer are to be accepted on a pro
rata basis, each such tender will be scaled by a factor (a "Scaling Factor") equal to (i) the Final Acceptance Amount, divided by (ii) the aggregate
principal amount outstanding of the Notes that have been validly tendered (subject to adjustment to allow for the aggregate principal amount of
Notes accepted for purchase, following the rounding of Tender Instructions as set out in the Tender Offer Memorandum, to equal the Final
Acceptance Amount exactly). Each tender of Notes that is scaled in this manner will be rounded down (subject to the Minimum Denomination) to
the nearest EUR1,000 in principal amount in the manner set out in the Tender Offer Memorandum.
Indicative Timetable for the Offer
Events Times and Dates
(All times are London times)
Commencement of the Offer 29 September 2025
Offer announced. Tender Offer Memorandum available from the Tender Agent.
Events Times and Dates
(All times are London times)
Expiration Deadline 4.00 p.m. on 6 October 2025
Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for
Holders to be able to participate in the Offer.
Announcement of Results As soon as reasonably practicable following the
Expiration Deadline (expected to be on 7 October 2025)
Announcement of the Issuer's decision of whether to accept valid tenders of Notes pursuant
to the Offer and, if so accepted, (i) the Final Acceptance Amount and (ii) details of any pro
rata scaling.
Settlement Date 8 October 2025
Expected Settlement Date for the Offer.
The above times and dates are subject to the right of the Issuer to extend, re-open, amend, waive any condition of and/or terminate the Offer (subject
to applicable law and as provided in the Tender Offer Memorandum). Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes by when such intermediary would need to receive instructions from a Holder in order for that Holder to
be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before
the deadlines specified above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System
for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. See "Procedures for Participating in
the Offer" in the Tender Offer Memorandum.
Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating
in the Offer.
J.P. Morgan SE (Telephone: +44 20 7134 2468; Attention: EMEA Liability Management Group; Email: em_europe_lm@jpmorgan.com) is acting as
Lead Dealer Manager. Raiffeisen Bank International AG (Email: tmg@rbinternational.com; project-bondsyndication@rbinternational.com;
Attention: Transaction Management Team) is acting as Co-Dealer Manager for the Offer and Kroll Issuer Services Limited (Telephone: +44 207
704 0880; Attention: David Shilson; Email: mas@is.kroll.com; Tender Offer Website: https://deals.is.kroll.com/mas) is acting as Tender Agent for
the Offer.
Questions and requests for assistance in connection with (i) the Offer may be directed to the Dealer Managers; and (ii) the delivery of the Tender
Instructions may be directed to the Tender Agent, the contact details for each of which are set out above.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in
any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences,
from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are
held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes pursuant
to the Offer. None of the Issuer, the Dealer Managers or the Tender Agent, or any person who controls, or is a director, officer, employee or agent
of such persons or any affiliate of such persons, makes any recommendation as to whether Holders should tender Notes pursuant to the Offer.
This announcement relates to the disclosure of information that qualified or may have qualified as inside information within the meaning of Article
7(1) of the Market Abuse Regulation (EU) 596/2014.
Offer and Distribution Restrictions
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Issuer, the Dealer Managers and the
Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum nor
the electronic transmission thereof constitutes an offer to buy or a solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be
accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed
broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on
behalf of the Issuer in such jurisdiction.
United States: The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is
not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not
be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the
United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended. Accordingly, copies of the Tender Offer Memorandum and
any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed
or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States and the Notes cannot be tendered in the
Offer by any such use, means, instrumentality or facility or from or within, or by persons located or resident in, the United States. Any purported
tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made
by a person located in the United States or any person acting for the account or benefit of a person located in the United States, or by any agent,
fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and
will not be accepted.
Each Holder participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United
States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the
Offer from the United States. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state
of the United States of America and the District of Columbia.
Italy: None of the Offer, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to
the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer
is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No.
58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May
1999, as amended (the "Issuers' Regulation"). The Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers'
Regulation. Accordingly, Holders or beneficial owners of the Notes can tender some or all of their Notes pursuant to the Offer through authorised
persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September
1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offer.
United Kingdom: The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the
Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made
to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons
who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order.
France: The Offer is not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129 (as amended). Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer
have been or shall be distributed in France other than to qualified investors and only qualified investors are eligible to participate in the Offer. The
Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.
Belgium: The Offer is not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time (a "Belgian Consumer") and the Tender Offer
Memorandum or any other documents or materials relating to the Offer have not been and shall not be distributed, directly or indirectly, in Belgium
to Belgian Consumers.
Malta: The Offer is not being made, directly or indirectly, in the Republic of Malta ("Malta") other than to qualified investors as referred to in Article
2(3)(b) of the Maltese Companies Act (Cap. 386) (as amended) and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended). Neither the
Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or shall be distributed in Malta other than to
qualified investors and only qualified investors are eligible to participate in the Offer. The Tender Offer Memorandum and any other document or
material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Malta Financial Services Authority.
29 September 2025
For further information please contact:
Irina Grigore, MAS P.L.C. +356 27 66 36 91
Valeo Capital, JSE Sponsor +27 21 851 0091
Date: 29-09-2025 10:16:00
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