RNS Number : 3365F
Aragvi Finance International DAC
21 May 2026
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
21 May 2026
ARAGVI FINANCE INTERNATIONAL DAC ANNOUNCES INSTRUCTIONS RECEIVED AS OF THE EARLY PARTICIPATION DEADLINE FOR THE TENDER OFFER AND CONSENT SOLICITATION IN RESPECT OF U.S.$650,000,000 11.125 PER CENT. SECURED NOTES DUE 2029 ISSUED BY ARAGVI FINANCE INTERNATIONAL DAC
U.S.$200,000,000 in aggregate principal amount of Notes
On 30 April 2026, Aragvi Finance International DAC (the "Offeror") announced its invitation to holders (the "Holders") (subject to certain offer and distribution restrictions referred to below) of the U.S.$650,000,000 11.125 per cent. secured notes due 2029 (the "Notes"), to tender such Notes held by the Holders for purchase by the Offeror for cash (the "Tender Offer") and concurrently to (i) consent to amend by the extraordinary resolution (the "Extraordinary Resolution") the terms and conditions of the Notes, the trust deed constituting the Notes (the "Trust Deed") and the suretyship agreement in connection with the Notes, and (ii) authorise by the Extraordinary Resolution BNY Mellon Corporate Trustee Services Limited (the "Trustee") and CSC Trustees Limited (the "Security Trustee") to (A) enter on or around the issue date of the New Notes (as defined below) into an intercreditor agreement with the Offeror and the Guarantors and (B) provide certain consents in respect of the Security Documents (as defined in the tender offer and consent solicitation memorandum dated 30 April 2026 (the "Memorandum")), in each case to permit (x) the Offeror to issue secured notes to be denominated in U.S. Dollars (the "New Notes") and (y) for such New Notes to share in the benefit of the Security (as defined in the Memorandum) (the "Proposal" and, together with the Tender Offer, the "Offer").
The Offer is made on the terms and subject to the conditions set forth in the Memorandum. Copies of the Memorandum are available from the Tender and Tabulation Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Memorandum and in the announcement dated 13 May 2026 regarding changes to pro-ration mechanics and the Early Participation Deadline in connection with the Tender Offer.
As of the Early Participation Deadline, being 5:00 p.m. (New York City time) on 20 May 2026, the Offeror had received Tender Instructions and Voting Instructions in respect of the Notes as set out below:
Outstanding Principal Amount
Tender Instructions Received (in principal amount of Notes)
Percentage of the Outstanding Notes Tendered
Additional Voting Instructions Received in Favour of the Proposal (in principal amount of Notes)
Total Instructions received in respect of the Proposal (in principal amount of Notes)
U.S.$650,000,000
U.S.$582,981,000
89.69%
U.S.$49,550,000
U.S.$632,731,000
If the Extraordinary Resolution is approved at the Meeting, the Offeror expects, on the Settlement Date:
1. To accept for purchase all Tender and Priority Acceptance Instructions validly submitted (and not validly withdrawn) at or prior to the Early Participation Deadline (with such priority given up to the amount of New Notes allocated to the Holder in the primary distribution of the New Notes, and any amount tendered with an Acceptance Code in excess of such allocation treated as tendered pursuant to a Tender Only Instruction), without any Scaling Factor.
2. To accept for purchase Tender Only Instructions validly submitted (and not validly withdrawn) at or prior to the Early Participation Deadline with a Scaling Factor of 0.106822, subject to adjustments, as applicable. Tender Only Instructions rejected due to pro-ration will be eligible to receive the Early Consent Fee.
3. To not accept for purchase any Tender Only Instructions validly submitted after the Early Participation Deadline, given the aggregate principal amount of Notes tendered at or prior to the Early Participation Deadline has exceeded the Maximum Acceptance Amount.
As of the Voting Deadline, being 5:00 p.m. (New York City time) on 20 May 2026 and the Early Participation Deadline, votes cast in favour of the Proposal were as follows:
Quorum Requirement
Percentage of Votes to be Cast in favour for the Extraordinary Resolution to be Passed
Percentage of Votes Cast in favour of the Proposal (as percentage of the aggregate votes cast)
Two-thirds in principal amount of the Notes outstanding.
Two-thirds in principal amount of the outstanding Notes owned by the Noteholders present or represented at the Meeting
99.97%
The Meeting will commence at 10:00 a.m. (London time) on 22 May 2026. As soon as possible after the Meeting, the Offeror will announce the results of the Meeting.
The Tender Offer will expire at 5:00 p.m. (New York City time) on 29 May 2026, unless the Offer is extended or earlier terminated, as described in the Memorandum.
Holders are advised to read carefully the Memorandum for full details of and information on the procedures for participating in the Offer.
Questions and requests for assistance in connection with the (a) Offer may be directed to the Dealer Managers and Solicitation Agents; and (b) Offer and the delivery of Tender Instructions may be directed to the Tender and Tabulation Agent, the contact details for all of which are below.
This announcement is made by the Offeror and contains information that is qualified or may be qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by the Directors of Aragvi Finance International DAC.
The Dealer Managers and Solicitation Agents for the Offer are:
Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Attention: Liability Management Group Telephone: +44 20 7986 8969 Email:liabilitymanagement.europe@citi.com
ING Bank N.V. Bijlmerdreef 109 1102 BW Amsterdam The Netherlands Attention: Liability Management Team Telephone: +44 20 7767 6784 Email:liability.management@ing.com
Oppenheimer Europe Ltd. 125 Wood Street London EC2V 7AN United Kingdom Attention: Liability Management Group Telephone: +44 20 7220 1947 Email:dl-euibcapitalmarketgroups@opco.com
Raiffeisen Bank International AG Am Stadtpark 9 1030 Vienna Austria Attention: Bondsyndication Telephone: +43 1717073951 Email:project-bondsyndication@rbiinternational.com
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender and Tabulation Agent.
Citibank N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Attention: Exchange Team
Email: citiexchanges@citi.com
This announcement must be read in conjunction with the Memorandum. This announcement and the Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement or the Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, legal adviser, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Tender Offer and/or participate in the Proposal.
This announcement is for informational purposes only. The Offer is being made only pursuant to the Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Memorandum nor any other documents or materials relating to the Offer constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.
None of the Offeror, the Parent, the Dealer Managers and Solicitation Agents, the Tender and Tabulation Agent, the Security Trustee or the Trustee (or their respective affiliates, directors, officers, employees or agents) makes any representation or recommendation whatsoever regarding this announcement, the Memorandum, any document prepared in connection with it or the Offer, including as to whether any Holder should tender or refrain from tendering all or any portion of the principal amount of Notes held by it pursuant to the Tender Offer, or consent or not consent to the Proposal or as to whether the terms of the Offer are fair, and no one has been authorised by any of them to make such a representation or recommendation.
The Tender and Tabulation Agent is the agent of the Offeror and owes no duty to any Holder.
OFFER AND DISTRIBUTION RESTRICTIONS
General
This announcement does not constitute an offer to purchase, or the solicitation of an offer to tender or sell, or to exercise any voting rights with respect to any, Notes to or from, or by, any person located or resident in any jurisdiction where such offer or solicitation is unlawful, and tenders of Notes by Holders originating from any jurisdiction in which such offer or solicitation is unlawful will not be accepted. The Offer is not being made, directly or indirectly, in any jurisdiction where to do so would impose any obligations on the Parent or the Offeror in such jurisdiction, including any requirement to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction, file any general consent to service of process in any such jurisdiction, subject itself to taxation in any such jurisdiction if it is not otherwise so subject, make any filing with any regulatory body in any such jurisdiction or otherwise have any document approved by, or submitted to, any regulating body in such jurisdiction. In those jurisdictions where the securities laws or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager and Solicitation Agent or any of its respective affiliates is such a licensed broker or dealer in such jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror (acting jointly with the Parent) by such Dealer Manager and Solicitation Agent or affiliate (as the case may be) in such jurisdiction and the Offer is not made in any such jurisdiction where either a Dealer Manager and Solicitation Agent or any of its affiliates is not licensed. Neither the delivery of the Memorandum or this announcement nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Parent or the Offeror since the date hereof, or that the information herein is correct as of any time subsequent to the date hereof.
Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to below, and generally, on submission of Notes for tender in the Tender Offer and submission of consent to the Proposal. Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted. Each of the Parent, the Offeror, the Dealer Managers and Solicitation Agents and the Tender and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, or submission of consent to the Proposal, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Parent or the Offeror determines (for any reason) that such representation is not correct, such tender will not be accepted.
The Offeror is not and will not be regulated by the Central Bank of Ireland as a result of making the Offer.
United Kingdom
The communication of this announcement, the 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, as amended (the "FSMA"). 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to: (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Parent or the Offeror; (iii) high net worth entities falling within Article 49 of the Financial Promotion Order; or (iv) other persons to whom these documents and/or materials may lawfully be communicated under the Financial Promotion Order.
Belgium
Neither this announcement nor the Memorandum or any other documentation or material relating to the Offer has been or will be submitted to the Financial Services and Markets Authority ("Authorité des services et marchés financiers / Autoriteit voor financiële diensten en markten") for approval or recognition. Accordingly, in Belgium, the Offer may not be made by way of a public takeover bid (openbaar overnamebod/offer publique d'acquisition) as defined in article 3, §1 of the Belgian act on public takeover offers dated 1 April 2007, as amended from time to time (the "Belgian Takeover Law"), save in those circumstances where a private placement exemption is available. Therefore, the Offer is conducted exclusively under applicable private placement exemptions. The Offer may therefore not be advertised and the Offer will not be extended, and neither this announcement, the Memorandum nor any other documentation or material relating to the Offer has been or will be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" within the meaning of Article 2, e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law). This announcement and Memorandum have been issued for personal use by the aforementioned qualified investors only and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Memorandum may not be used for any other purpose nor may it be disclosed to any other person in Belgium.
Cyprus
The Offer will not, directly or indirectly, be made to the public in the Republic of Cyprus and this announcement, the Memorandum or any document, circular, advertisement or other offering material will not be distributed in the Republic of Cyprus except under circumstances which will result in compliance with the Prospectus Regulation and any other applicable laws and regulations in effect at the relevant time.
No investment services shall be provided or investment activities shall be performed, whether or not in conjunction with any ancillary services (as these terms are defined in the Investment Services and Activities and Regulated Markets Law 2017, as amended ("Investment Services Law") in or from Cyprus in connection with the Offer, this announcement or the Memorandum or if any investment services are provided or any investment activities are performed these shall be conducted solely under circumstances which will result in compliance with the Investment Services Law and any other applicable laws and regulations in effect at the relevant time.
France
This announcement, the Memorandum and any other documentation or material relating to the Offer (including memorandums, information circulars, brochures or similar documents) may not be distributed in the Republic of France except to qualified investors as defined in Article 2(e) of the Prospectus Regulation. This announcement and the Memorandum have not been submitted to the clearance procedures of the Autorité des marchés financiers.
Ireland
None of this announcement, the Memorandum or any other documentation or material relating to the Offer may be distributed in Ireland except to qualified investors as defined in Article 2(e) of the Prospectus Regulation.
This announcement and the Memorandum and any other documentation or material relating to the Offer will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014 (as amended), the Central Bank Acts 1942 - 2018 (as amended) and the European Union (Markets in Financial Instruments) Regulations 2017, including, without limitation, Regulation 5 thereof or any applicable provisions of Irish law.
Italy
None of this announcement, the Offer, the Memorandum nor any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
A Holder located in the Republic of Italy may tender Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of 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 Notes or the Offer.
Moldova
This announcement, the Memorandum and any documents or materials related to the Offer will not be distributed in any manner in the Republic of Moldova, have not been submitted to, reviewed or approved by the National Commission for Financial Markets (Comisia Națională a Pieței Financiare) of the Republic of Moldova and may not be used in connection with an offer (ofertă) in the Republic of Moldova, including an offer made to the public on the capital market of the Republic of Moldova or
otherwise, and are not directed at any person on the territory of the Republic of Moldova and should not be relied on by any such person. The Offer is not made in the Republic of Moldova and shall not be deemed to be an offer in the Republic of Moldova. This announcement, the Memorandum and the Offer do not concern "securities" (valori mobiliare) within the meaning of the Law No. 171 dated 11 July 2012 on the Capital Market and the Offeror is not registered and operating in the Republic of Moldova and is not a "joint stock company" within the meaning of Law No. 1134 dated 2 April 1997 on Joint Stock Companies or an "issuer" within the meaning of Law No. 171 dated 11 July 2012 on the Capital Market.
Ukraine
The Offeror has not made and will not make, and no action has been taken to authorise, any offer of the securities referred to in this announcement and the Memorandum to the public in Ukraine, or any advertisement of any offer, invitation, or solicitation provided in this announcement and the Memorandum to the public in Ukraine. Any offer of such securities shall not constitute circulation, distribution, placement, sale, purchase or other transfer of securities in the territory of Ukraine. Further, any offer, invitation, or solicitation provided for in this announcement and the Memorandum shall not constitute an advertisement in the territory of Ukraine. Accordingly, nothing in this announcement and the Memorandum shall be interpreted as being made to the public in Ukraine and/or containing any offer or invitation to, or solicitation of, any such circulation, distribution, placement, sale, purchase or other transfer of securities, or advertisement in the territory of Ukraine.
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