REG - Kuwait ProjectCo SPC - Results of Tender Offer

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RNS Number : 7942Y  Kuwait Projects Co SPC Limited  10 September 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. NEITHER THE TENDER OFFER
MEMORANDUM NOR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH
OR REVIEWED BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY
COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE TENDER
OFFER MEMORANDUM OR ANY RELATED DOCUMENTS, AND IT MAY BE UNLAWFUL AND A
CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.

10 September 2025

Kuwait Projects Company (Holding) K.S.C.P. ("KIPCO" and the "Offeror") hereby
announces the results of its invitations to Noteholders of the outstanding
U.S.$500,000,000 4.229 per cent. Notes due 2026 (ISIN: XS2071383397) (the
"2026 Notes") and U.S.$500,000,000 4.500 per cent. Fixed Rate Notes due 2027
(ISIN: XS1567906059) (the "2027 Notes" and, together with the 2026 Notes, the
"Notes") each issued by Kuwait Projects Co SPC Limited and irrevocably
guaranteed by KIPCO, to tender their Notes for purchase by KIPCO for cash
(such invitation being, in respect of each series of Notes, an "Offer" and
together, the "Offers").

The Offers were announced on 2 September 2025 and were made on the terms and
subject to the conditions described in the tender offer memorandum dated 2
September 2025 (the "Tender Offer Memorandum").  The Expiration Deadline and
Withdrawal Deadline were at 11:00 (New York City time) on 9 September 2025.
Capitalised terms used in this announcement and not otherwise defined have the
meanings given to them in the Tender Offer Memorandum, which is available,
subject to eligibility confirmation and registration on the transaction
website (the "Transaction Website"): https://projects.sodali.com/kipco.

Results

The results of the Offers are as follows:

 

 Description of Notes                                        ISIN          Purchase Price per U.S.$1,000 in principal amount 1   Aggregate principal amount accepted for purchase 2   Aggregate principal amount outstanding after settlement
 U.S.$500,000,000 4.229 per cent. Notes due 2026             XS2071383397  U.S.$970.00                                           U.S.$153,349,000                                     U.S.$346,651,000

(the "2026 Notes")
 U.S.$500,000,000 4.500 per cent. Fixed Rate Notes due 2027  XS1567906059  U.S.$972.50                                           U.S.$150,764,000                                     U.S.$349,236,000

(the "2027 Notes")

The Settlement Date in respect of the Notes accepted for purchase pursuant to
the Offers is expected to be 11 September 2025.

Following settlement of the Offers, U.S.$346,651,000 in aggregate principal
amount of the 2026 Notes and U.S.$349,236,000 in aggregate principal amount of
the 2027 Notes will remain outstanding.

 

As no Notes were delivered pursuant to the Guaranteed Delivery Procedures,
there will be no settlement on the Guaranteed Delivery Settlement Date.

Further Information

HSBC Bank plc, Kamco Investment Company K.S.C.P. and Standard Chartered Bank
are acting as the dealer managers (the "Dealer Managers") for the Offers.
Sodali & Co is acting as the Tender and Information Agent (the "Tender and
Information Agent").

Questions and requests for assistance in connection with the Offers may be
directed to the Dealer Managers as follows:

  HSBC Bank plc                                      Kamco Investment Company K.S.C.P.

 8 Canada Square                                     Al Shaheed Tower

 London E14 5HQ                                      Khalid Ibn Al-Waleed Street

United Kingdom

                                                   P.O. Box 28873, Safat 13149

                                                   Sharq, State of Kuwait
 Telephone: +44 20 7992 6237

 Attention: Liability Management, DCM

                                                   Telephone: +965 2233 6982
 Email: LM_EMEA@hsbc.com (mailto:LM_EMEA@hsbc.com)

                                                   Attention: Debt Capital Markets

                                                     Email: dcm@kamcoinvest.com (mailto:dcm@kamcoinvest.com)

 Standard Chartered Bank

 7th Floor Building One, Gate Precinct

 Dubai International Financial Centre

 P.O. Box 999

 Dubai

 United Arab Emirates

 Telephone: +44 20 7885 5739 / +852 3983 8658 / +65 6557 8286

 Attention: Liability Management Group

 Email: Liability_Management@sc.com (mailto:Liability_Management@sc.com)

 Questions and request for assistance in connection with the delivery of Tender
 Instructions or the Notice of Guarantee Delivery, may be directed to the
 Tender and Information Agent as follows:

 Sodali & Co
 Leadenhall Building

 122 Leadenhall St City of London, EC3V 4AB

 United Kingdom

 Telephone: +44 20 4513 6933

 Email: kipco@investor.sodali.com

 Transaction Website: https://projects.sodali.com/kipco

None of the Dealer Managers, the Tender and Information Agent or any of their
respective directors, officers, employees, agents or affiliates makes any
representation or recommendation whatsoever regarding the Offers, and none of
the Offeror, the Dealer Managers, the Tender and Information Agent or their
respective directors, officers, employees, agents or affiliates assumes any
responsibility for the accuracy or completeness of the information concerning
the Offers contained in this announcement or in the Tender Offer Memorandum.

None of the Dealer Managers, the Tender and Information Agent, the Offeror or
any of their respective directors, officers, employees, agents or affiliates
is acting for any Noteholder, or will be responsible to any Noteholder for
providing any protections which would be afforded to its clients or for
providing advice in relation to the Offers, and accordingly none of the Dealer
Managers, the Tender and Information Agent or any of their respective
directors, officers, employees, agents or affiliates assumes any
responsibility for any failure by the Offeror to disclose information with
regard to the Offeror or the Notes which is material in the context of the
Offers and which is not otherwise publicly available.

None of the Dealer Managers, the Tender and Information Agent, the Offeror or
any of their respective directors, officers, employees, agents or affiliates
makes any representation or recommendation whatsoever regarding the Offers, or
any recommendation as to whether Noteholders should tender Notes in the
Offers.

Disclaimer

This announcement must be read in conjunction with the Tender Offer
Memorandum. The Tender Offer Memorandum contains important information which
should be read carefully before any decision is made with respect to the
Offers. If any Noteholder is in any doubt as to the contents of this
announcement or the Tender Offer Memorandum or the action it should take, it
is recommended to seek its own financial and legal advice, including in
respect of any tax consequences, immediately from its stockbroker, bank
manager, solicitor, accountant or other independent financial, tax or legal
adviser.

None of this announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offers constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for purchase
pursuant to the Offers will not be accepted from Noteholders) in any
circumstances in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require the Offers
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 Offers shall be deemed to be made by the Dealer Managers or
such affiliate, as the case may be, on behalf of KIPCO in such jurisdiction.

Each Noteholder participating in an Offer will be deemed to give certain
representations in respect of the other jurisdictions referred to above and
generally as set out in "Procedures for Participating in the Offers" in the
Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer
from a Noteholder that is unable to make these representations will not be
accepted.

Each of KIPCO, the Dealer Managers and the Tender and Information Agent
reserves the right, in its sole and absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to an Offer, whether any
such representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result KIPCO determines (for any reason)
that such representation is not correct, such tender or submission may be
rejected.

MAR

This announcement is released by Kuwait Projects Co SPC Limited and contains
information that qualified or may have qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, as amended
(the "MAR"). For the purposes of MAR this announcement is made by Samer
Khanachet, Deputy Group Chief Executive Officer on behalf of Kuwait Projects
Co SPC Limited.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
MAR. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS DOCUMENT.

 1   In addition to the Purchase Price, the Offeror will pay Holders whose
Notes are accepted for purchase by the Offeror, Accrued Interest.

 2    No notes were delivered pursuant to the Guaranteed Delivery
Procedures.

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