REG - MHP SE - MHP NEW EUROBOND CLOSING ANNOUNCEMENT

MHP SEAnnouncement

28/01/2026 11:30

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RNS Number : 7521Q  MHP SE  28 January 2026

28 January 2026

MHP NEW EUROBOND CLOSING ANNOUNCEMENT

MHP SE, the parent company of a leading international food and agri group with
Ukrainian roots, has announced the closing of the U.S.$450 million aggregate
principal amount of 10.500% notes due 2029 (the "Notes") issued by its
wholly-owned subsidiary, MHP Lux S.A., a company incorporated in Luxembourg,
and guaranteed by MHP SE, certain of its subsidiaries organized in Ukraine and
MHP Europe Limited. The Notes are rated CCC+ by S&P.

MHP SE intends to use the proceeds of the Notes to fund the tender offer and
redemption of the entire U.S.$550 million outstanding aggregate principal
amount of MHP Lux S.A.'s 6.95% notes due 2026 (the "2026 Notes"). Any 2026
Notes not tendered and repurchased for redemption are expected to be redeemed
at par pursuant to the notice of redemption issued concurrently with the
tender offer on 18 February 2026.

Disclaimer

This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy securities to any person in the United States
or in any jurisdiction to whom or in which such offer or solicitation is
unlawful, and persons into whose possession this announcement comes should
inform themselves about, and observe, any such restrictions. The securities
referred to herein may not be offered or sold in the United States absent
registration under the US Securities Act of 1933, as amended (the "Securities
Act"), or another exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Subject to certain
exceptions, the securities referred to herein may not be offered or sold in
Australia, Canada or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada or Japan. The offer and
sale of the securities referred to herein has not been and will not be
registered under the Securities Act or under the applicable securities laws of
Australia, Canada or Japan. There will be no public offer of the securities in
the United States.

This announcement is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the Order) or (iii) high net worth entities,
and other persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons together being referred
to as relevant persons). The securities are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire
such securities will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on this announcement or any of
its contents.

This announcement is not an advertisement of securities in Ukraine, and is not
an offer or invitation to, or solicitation of, any such circulation,
distribution, placement, sale, purchase or other transfer of the securities in
the territory of Ukraine. It is not intended to be and must not be publicly
distributed in or into Ukraine.

The Tender Offer is not intended to be and must not be made directly or
indirectly to the public in Cyprus by way of a public offering as defined in
(i) the Cyprus Public Offer and Prospectus Law, Law No. 114(I)/2005, as
amended or replaced from time to time (the "Cyprus Prospectus Law") and (ii)
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC ("EU Prospectus Regulation").

This announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Tender Offer, as well as any disclosure statements
or information therein relating to the Tender Offer will not be released,
issued, published, communicated, advertised or disseminated to the public in
Cyprus.

This announcement, the Tender Offer Memorandum and all other documents and
materials relating to the Tender Offer do not constitute investment advice or
a recommendation under Cyprus law, nor do they constitute an offer or
advertisement of securities in Cyprus, they are not intended to be and must
not be distributed via information distribution channels or to the public in
Cyprus.

Neither this announcement, nor the Tender Offer Memorandum nor any other
documents or materials relating to the Tender Offer (whether in its
preliminary or final form) has been registered or is intended to be registered
and has not been submitted or is intended to be submitted for approval to the
Cyprus Securities and Exchange Commission ("CySEC").

This announcement, the Tender Offer Memorandum and any other documents and
materials relating to the Tender Offer may be distributed in Cyprus by a duly
licensed investment firm or by a credit institution authorized under Directive
2013/36/EU or by a third-country firm providing investment services or
performing investment activities through the establishment of a branch in
Cyprus (collectively, the "Authorised Intermediaries"), permitted and
authorised to provide investment services and conduct investment activities in
Cyprus in accordance with the following enactments:

 

(a)        the Investment Services and Activities and Regulated Markets
Law, No. 144 (I) of 2007, as amended from time to time (the "2007 Investment
Services Law");

(b)        the Investment Services and Activities and Regulated Markets
Law, No. 87(I)/2017, as amended from time to time (the "2017 Investment
Services Law");

(c)        Regulation (EU) No. 600/2014 of the European Parliament and of
the Council of May 15, 2014 on markets in financial instruments and amending
Regulation (EU) No. 648/2012, as amended from time to time ("MiFIR"),

and only to professional clients in Cyprus as defined in the 2007 Investment
Services Law and in the 2017 Investment Services Law.

Noteholders or beneficial owners of the Notes may tender their Notes in the
Tender Offer through Authorised Intermediaries, permitted and authorised to
conduct such activities in Cyprus in accordance and in compliance with the
2007 Investment Services Law, the 2017 Investment Services Law, MiFIR, the EU
Prospectus Regulation, the Cyprus Prospectus Law and other applicable laws and
regulations or any other applicable requirements imposed by CySEC and any
other competent authority in Cyprus.

This announcement, the Tender Offer Memorandum and any other documents and
materials relating to the Tender Offer may not be used for any invitation or
solicitation purposes for or in connection with the sale, marketing, offering
or acquisition of any securities in Cyprus in circumstances under which it is
unlawful under Cyprus laws to make such an invitation or solicitation.

Please address any questions or concerns to:

Anastasiia Sobotiuk (Kyiv)

IR Director, ESG Compliance and Reporting
          +38 050 339 29 99

a.sobotyuk@mhp.com.ua (mailto:a.sobotyuk@mhp.com.ua)

Christakis Taoushanis (Cyprus)

Senior Independent Director
                          +357 99 35 22 22

t.taoushanis@mhp.com.cy

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