REG - Tirlán Co-operative - TENDER OFFER RESULTS ANNOUNCEMENT

HSBC HoldingsAnnouncement

02/10/2025 01:15

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RNS Number : 7150B  Tirlán Co-operative Society Limited  01 October 2025

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IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

 

1 October 2025

 

TIRLÁN CO-OPERATIVE SOCIETY LIMITED ANNOUNCES RESULTS OF ITS INVITATION TO
PURCHASE ITS OUTSTANDING €250M 1.875% SECURED EXCHANGEABLE BONDS DUE 27
JANUARY 2027

 

Further to its announcement dated 30 September 2025 (the "Initial
Announcement"), Tirlán Co-operative Society Limited ("Tirlán") announces the
final results of its invitation to the holders of its outstanding
€250,000,000 1.875 per cent. Secured Exchangeable Bonds due 27 January 2027
(ISIN: XS2436579978) (the "Bonds") to offer to sell any and all of their Bonds
to Tirlán for cash at the Repurchase Price (as defined below) by way of a
reverse bookbuilding process (the "Invitation"). The Invitation closed at 4.30
p.m. (London time) today. Terms used, but not defined herein, shall have the
meaning given to them in the Initial Announcement.

 

Tirlán hereby announces that it has accepted for purchase EUR 245,400,000 in
aggregate principal amount of the Bonds pursuant to the Invitation, which
represent approximately 98.2% of the aggregate principal amount of the Bonds
originally issued.

 

The repurchase price was set at EUR 105,000 per EUR 100,000 in principal
amount of the Bonds (the "Repurchase Price"). In addition, Tirlán will pay
accrued and unpaid interest up to (but excluding) the Settlement Date.

 

Settlement of the repurchases pursuant to the Invitation is expected to occur
on 8 October 2025 (the "Settlement Date"). Bonds accepted for purchase will be
settled on a delivery-versus-payment basis with HSBC Continental Europe (as
the settlement agent) on the Settlement Date.

 

Tirlán reserves the right not to proceed with the Repurchase if the
settlement of the Equity Placement, as announced in the Initial Announcement,
does not take place (the "Settlement Condition").

 

Any Bonds repurchased by Tirlán in connection with the Invitation will be
cancelled thereafter in accordance with the terms and conditions of the Bonds.

 

Following cancellation of the Bonds repurchased by Tirlán pursuant to the
Invitation, EUR 4.6 million in aggregate principal amount of the Bonds will
remain outstanding. Considering that following the Settlement Date, the
aggregate principal amount of the Bonds outstanding and held by persons other
than Tirlán and its subsidiaries is expected to be equal to or less than 15%
of the aggregate principal amount of Bonds originally issued, holders of the
Bonds are reminded that the Purchaser intends, pursuant to the terms and
conditions of the Bonds, subject to providing not less than 30 nor more than
45 days' notice, to early redeem all of the outstanding Bonds at their
principal amount together with accrued and unpaid interest thereon up to (but
excluding) the date of such redemption.

 

The distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement comes are
required by Tirlán, the Dealer Managers and the Settlement Agent to inform
themselves about and to observe any such restrictions. This announcement does
not constitute an offer to buy or the solicitation of an offer to sell Bonds
in any circumstances in which such offer or solicitation is unlawful.

 

 

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 (INCLUDING AS IT FORMS PART OF
DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018) ("MAR"). FOR THE PURPOSES OF MAR AND ARTICLE 2 OF
COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055 (INCLUDING AS IT FORMS PART
OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018), THIS ANNOUNCEMENT IS MADE BY ERIKA MURPHY, GENERAL
COUNSEL.

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