REG - Ecobank Transnat'l - Tender Offer - Launch Announcement
07/05/2026 15:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260507:nRSG4733Da&default-theme=true
RNS Number : 4733D Ecobank Transnational Incorporated 07 May 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (SEE "U.S.
CONSIDERATIONS" AND "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW). PERSONS INTO
WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE OFFEROR, THE
DEALER MANAGERS AND THE INFORMATION AND TENDER AGENT TO INFORM THEMSELVES
ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS
Ecobank Transnational Incorporated Announces an Invitation to Purchase for
Cash its Notes Listed Below
7 May 2026 - Ecobank Transnational Incorporated ("ETI" or the "Offeror")
announces that it has today launched an invitation to eligible holders (the
"Noteholders") of its outstanding U.S.$350,000,000 Fixed Rate Reset Tier 2
Sustainability Notes due 2031 (Rule 144A CUSIP: 27889PAB9; ISIN: US27889PAB94;
Regulation S ISIN: XS2348420303) (the "Notes") to tender any and all of such
Notes for purchase by the Offeror for cash (the "Offer"), on the terms and
subject to the conditions set forth in the tender offer memorandum dated 7 May
2026 (the "Tender Offer Memorandum").
All documentation relating to the Offer including the Tender Offer Memorandum
and any amendments or supplements thereto will be available to Noteholders via
the Transaction Website accessible at: https://projects.sodali.com/ETI
(https://debtxportal.issuerservices.citigroup.com) , subject to eligibility
confirmation and registration. The Offer is subject to offer restrictions in,
among other countries, the United Kingdom, Italy and France, as described
below. Capitalised terms used in this announcement but not defined have the
meanings given to them in the Tender Offer Memorandum.
The Offer will expire at 5:00 p.m. (New York City time) on 15 May 2026 (the
"Expiration Deadline") unless extended, re-opened, withdrawn or terminated at
the sole discretion of the Offeror.
Summary of the Offer
Description of Notes CUSIP/ISIN Principal Amount Outstanding Purchase Price 1 (#_ftn1) Acceptance Amount
U.S.$350,000,000 Fixed Rate Reset Tier 2 Sustainability Notes due 2031 2 Rule 144A CUSIP: 27889PAB9 U.S.$350,000,000 U.S.$1,000 per U.S.$1,000 in principal amount of Notes Any and all
(#_ftn2)
ISIN: US27889PAB94
Regulation S ISIN: XS2348420303
The Offeror is not under any obligation to accept for purchase any Notes
tendered pursuant to the Offer.
Rationale for the Offer
The purpose of the Offer, in conjunction with the proposed issuance of New
Notes, is to proactively manage the Offeror's regulatory capital structure and
funding profile (subject to satisfaction of the New Financing Condition).
The Offeror reserves the right to reject or accept any Notes validly tendered
pursuant to the Tender Offer Memorandum in its sole and absolute discretion.
Tender Consideration Payable to Noteholders
The Offeror will pay for the Notes accepted by it for purchase pursuant to the
Offer a tender consideration equal to (i) U.S.$1,000 per U.S.$1,000 in
principal amount of Notes plus (ii) Accrued Interest thereon (the "Tender
Consideration").
Notes purchased by the Offeror pursuant to the Offer will be cancelled on the
Tender Offer Settlement Date and/or Guaranteed Delivery Settlement Date (as
applicable) and will not be re-issued or re-sold. Notes which have not been
validly tendered and accepted for purchase pursuant to the Offer will remain
outstanding after the Tender Offer Settlement Date (or the Guaranteed Delivery
Settlement Date in the case of Notes tendered by guaranteed delivery
procedures).
New Financing Condition
The Offeror announced today its intention to issue new U.S.$-denominated fixed
rate reset tier 2 nature notes (the "New Notes"), subject to market
conditions. Whether the Offeror will accept for purchase Notes validly
tendered in the Offer is conditional (unless such condition is waived by the
Offeror in its sole and absolute discretion) upon the successful pricing (in
the determination of the Offeror) of the issue of the New Notes (the "New
Financing Condition"). Even if the New Financing Condition is satisfied, the
Offeror is not under any obligation to accept for purchase any Notes tendered
pursuant to the Offer.
Notes that are not tendered or accepted for purchase pursuant to the Offer
will remain outstanding.
Priority in Allocation of New Notes
A Noteholder that has validly tendered, or indicated its firm intention to
tender, its Notes for purchase pursuant to the Offer and wishes to subscribe
for New Notes in addition to tendering Notes for purchase pursuant to the
Offer may, after having made a separate application for the purchase of such
New Notes to a Dealer Manager (in its capacity as joint lead manager of the
issue of the New Notes), at the sole and absolute discretion of the Offeror,
receive priority in the allocation of the New Notes, subject to the issue of
the New Notes. When considering allocation of the New Notes, the Offeror
intends to give preference to those Noteholders who, prior to such allocation
(which may be before the Expiration Deadline), have tendered, or indicated to
the Offeror or any of the Dealer Managers their firm intention to tender Notes
and subscribe for New Notes. Any allocation of the New Notes may, subject to
the sole and absolute discretion of the Offeror, be less than, equal to or
greater than the aggregate principal amount of the Notes tendered or firmly
indicated to be tendered.
However, the Offeror is not obliged to allocate the New Notes to a Noteholder
who has validly tendered or indicated its firm intention to tender its Notes
pursuant to the Offer. Any allocation of the New Notes, while being considered
by the Offeror as set out above, will be made in accordance with standard new
issue procedures.
Noteholders are advised that the pricing and allocation of the New Notes will
likely take place prior to the Expiration Deadline and, as such, Noteholders
who wish to subscribe for New Notes in addition to tendering Notes for
purchase in the Offer are advised to contact a Dealer Manager, in its capacity
as a joint lead manager, as soon as possible prior to the allocation of the
New Notes in order to request priority in the allocation of the New Notes.
In the event that a Noteholder validly tenders Notes pursuant to the Offer,
such Notes will remain subject to such tender and the conditions set out in
the Tender Offer Memorandum irrespective of whether that Noteholder receives
all, part or none of any allocation of any New Notes for which it has applied.
Expected Timetable of Events
The times and dates below are indicative only.
Date Action
7 May 2026 Commencement of the Offer
Offer announced on the website of the Regulatory News Service operated by the
London Stock Exchange and via the Clearing Systems. Tender Offer Memorandum
and Notice of Guaranteed Delivery available on the Transaction Website and
from the Information and Tender Agent.
15 May 2026 Expiration Deadline and Withdrawal Deadline
5:00 p.m. (New York City time) Deadline for receipt by the Information and Tender Agent of all Tender
Instructions in order for Noteholders to be able to participate in the Offer
and to be eligible to receive the Purchase Price and Accrued Interest Payment
on the Tender Offer Settlement Date (or the Guaranteed Delivery Settlement
Date, in the case of Notes tendered by guaranteed delivery procedures).
18 May 2026 Announcement of Results of the Offer
As soon as reasonably practicable after the Expiration Deadline The Offeror will announce (i) whether the New Financing Condition has been
satisfied or waived, and (ii) its decision whether to accept valid tenders of
Notes for purchase pursuant to the Offer, subject to the satisfaction or
waiver (at the sole discretion of the Offeror) of the New Financing Condition
if not already satisfied and the results of the Offer in accordance with the
methods set out in "Terms and Conditions of the Offer - Announcements" in the
Tender Offer Memorandum.
19 May 2026 Guaranteed Delivery Deadline
5:00 p.m. (New York City time) If any Noteholder desires to tender their Notes and (i) such Note certificates
are not immediately available or cannot be delivered to the Information and
Tender Agent, (ii) such Noteholder cannot comply with the procedure for
book-entry transfer, or (iii) such Noteholder cannot deliver the other
required documents pursuant to the Guaranteed Delivery Procedure to the
Information and Tender Agent by the Expiration Deadline, such Noteholder must
tender their Notes according to the guaranteed delivery procedure described
under "Procedures for Participating in the Offer" in the Tender Offer
Memorandum and deliver their Notes by 5:00 p.m. (New York City time) on 19 May
2026, which is the second Business Day following the Expiration Deadline.
Expected to be 19 May 2026 Tender Offer Settlement Date
Subject to the satisfaction or waiver (at the sole discretion of the Offeror)
of the New Financing Condition, the expected settlement date for Notes
tendered pursuant to the Offer, except those tendered by Guaranteed Delivery
Procedures. Payment of Purchase Price and Accrued Interest Payment in respect
of all such Notes.
Expected to be 21 May 2026 Guaranteed Delivery Settlement Date
Subject to the satisfaction or waiver (at the sole discretion of the Offeror)
of the New Financing Condition, the expected settlement date for Notes
tendered pursuant to the Offer by Guaranteed Delivery Procedures. Payment of
Purchase Price and Accrued Interest Payment in respect of all such Notes. For
the avoidance of doubt, interest will cease to accrue on the Tender Offer
Settlement Date for all Notes accepted in the Offer, including any Notes
tendered through the Guaranteed Delivery Procedures.
The above times and dates are subject to the right of the Offeror in its sole
and absolute discretion to extend, re-open, withdraw, terminate and/or amend
the Offer (subject to applicable law and as provided in the Tender Offer
Memorandum). Noteholders are advised to check with any bank, securities
broker, custodian or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a Noteholder in
order for that Noteholder to be able to participate in, or revoke their
instruction to participate in, the Offer before the deadlines specified in the
Tender Offer Memorandum. The deadlines set by any such intermediary and each
Clearing System for the submission of Tender Instructions or delivery of a
Notice of Guaranteed Delivery for Notes subject to the Offer will be earlier
than the relevant deadlines specified above.
Tender Instructions
In order to participate in and be eligible to receive the Tender Consideration
pursuant to the Offer, Noteholders must validly tender their Notes by
delivering, or arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Information and Tender Agent by the
Expiration Deadline.
Noteholders who have delivered a Notice of Guaranteed Delivery must tender
their Notes at or prior to the Guaranteed Delivery Deadline, unless the Offer
is extended or earlier terminated by the Offeror in its sole discretion,
subject to applicable law.
Tender Instructions, once submitted, may be withdrawn at any time prior to the
Expiration Deadline, but not thereafter (subject to any extension or
re-opening of the Offer).
Tender Instructions must be submitted in respect of a principal amount of
Notes no less than the Minimum Denomination of U.S.$200,000, and may be
submitted in integral multiples of U.S.$1,000 in excess thereof.
Disclaimer
This announcement does not contain the full terms and conditions of the
Offer. The terms and conditions of the Offer are contained in the Tender
Offer Memorandum, and are subject to the offer restrictions set out below and
more fully described therein.
Further information
Ecobank Development Corporation, Renaissance Capital Africa and Standard
Chartered Bank (together, the "Dealer Managers") have been appointed by the
Offeror to serve as dealer managers for the Offer. Sodali & Co Limited
(the "Information and Tender Agent") has been appointed by the Offeror to act
as the information and tender agent in connection with the Offer.
For additional information regarding the terms of the Offer, please contact
Ecobank Development Corporation by email at investmentbankingteam@ecobank.com
(mailto:investmentbankingteam@ecobank.com) , Renaissance Capital Africa by
email at Liability_Management@rencapafrica.com
(mailto:Liability_Management@rencapafrica.com) , and Standard Chartered Bank
by email at liability_management@sc.com (mailto:liability_management@sc.com)
or by telephone at +44 20 7885 5739 / +1 212 667 0351 / +852 3983 8658 / +65
65578286. Requests for documents and questions regarding the tender of Notes
may be directed to the Information and Tender Agent via email:
ETI@investor.sodali.com (mailto:ETI@investor.sodali.com) or telephone: London:
+44 20 4513 6933 / Stamford: +1 203 658 9457 / Hong Kong: +852 2319 4130.
A copy of the Tender Offer Memorandum is available on the Transaction Website
accessible at: (https://debtxportal.issuerservices.citigroup.com)
https://projects.sodali.com/ETI (https://projects.sodali.com/ETI) .
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 you are in any doubt as to the contents of
this announcement, the Offer, the Tender Offer Memorandum or the action you
should take, you are recommended to seek your own financial and legal advice,
including tax advice relating to the tax consequences, immediately from your
broker, bank manager, solicitor, accountant or other independent financial or
legal advisor. 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 participate in the
Offer.
None of the Dealer Managers, the Information and Tender Agent, the Offeror or
any of their respective directors, officers, employees or affiliates make any
representation or recommendation whatsoever regarding the Tender Offer
Memorandum, this announcement, the Offer or any recommendation as to whether
Noteholders should tender Notes in the Offer or otherwise participate in the
Offer or subscribe for New Notes.
None of the Dealer Managers or the Information and Tender Agent (or any of
their respective directors, officers, employees, agents or affiliates) makes
any representation or assumes any responsibility for: (a) the accuracy or
completeness of the information concerning the Offer or the Offeror contained
in this announcement or in the Tender Offer Memorandum or for any failure by
the Offeror to disclose events that may have occurred and may affect the
significance or accuracy of the information in this announcement or the Tender
Offer Memorandum; or (b) any acts or omissions of the Offeror or any other
person in connection with this announcement or the Tender Offer Memorandum,
the Offer, the Notes or the New Notes. None of the Dealer Managers, the
Offeror or the Information and Tender Agent (or any of their respective
directors, officers, employees, agents or affiliates) has expressed any
opinion as to whether the terms of the Offer are fair.
U.S. Considerations
This announcement does not contain or constitute an offer, or the solicitation
of an offer, to buy, sell or subscribe for the Notes, the New Notes or other
securities in the United States or any other jurisdiction. The Notes and the
New Notes have not been, nor will they be, registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States. The New Notes may be offered and sold only to (1) qualified
institutional buyers (within the meaning of Rule 144A under the Securities
Act); or (2) non-U.S. persons within the meaning of Regulation S outside the
United States.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or for there to
be such participation under applicable securities laws. The distribution of
this announcement and the Tender Offer Memorandum in certain jurisdictions may
be restricted by law. Persons into whose possession this announcement or the
Tender Offer Memorandum comes are required by each of the Offeror, the Dealer
Managers and the Information and Tender Agent to inform themselves about and
to observe any such restrictions.
United Kingdom
None of this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offer has 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, none of this announcement, the Tender
Offer Memorandum nor any such documents and/or materials are being distributed
to, and must not be passed on to, the general public in the United Kingdom.
The communication of this announcement, the Tender Offer Memorandum and/or
such documents and/or materials is exempt from the restriction on financial
promotions under section 21(1) of the FSMA on the basis that they are only
directed at and may only be communicated to: (1) persons who are outside of
the United Kingdom; (2) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (3) those persons who are within Article 43(2) of the
Order; or (4) any other persons to whom they may lawfully be communicated
under the Order (all such persons together being referred to as "relevant
persons").
This announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offer are only available to relevant persons. Any
person who is not a relevant person should not act or rely on this document or
any of its contents.
France
The Offer is not being made, directly or indirectly, to the general public in
the Republic of France. Neither this announcement, the Tender Offer Memorandum
nor any other documentation or material relating to the Offer (including
memorandums, information circulars, brochures or similar documents) has been
distributed to, or is being distributed to, the general public in the Republic
of France and only qualified investors (investisseurs qualifiés), within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the
"Prospectus Regulation") are eligible to participate in the Offer. This
announcement, the Tender Offer Memorandum and any other document or material
related to the Offer have not been and will not be submitted to the clearance
procedures of the Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Tender Offer Memorandum or any other
document or materials relating to the Offer have been 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 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 "Italian Financial Services Act") and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Notes that are located in Italy can tender
Notes for purchase in the Offer 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 Italian Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as amended from time
to time) 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 or the Offer or this announcement, the Tender Offer Memorandum.
General
Neither this announcement, the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer
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 Offer to be made by a licensed
broker or dealer and any Dealer Manager 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 such Dealer Manager or such affiliate, as the case may
be, on behalf of the Offeror in such jurisdiction.
Each Noteholder participating in the Offer will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in the Tender Offer Memorandum under the heading
"Procedures for Participating in the Offer". Any tender of Notes for purchase
pursuant to the Offer from a Noteholder that is unable to make these
representations will not be accepted.
Each of the Offeror, the Dealer Managers and the Information and Tender Agent
reserves the right, in its sole and absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Offer, whether
any such representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Offeror determines (for any
reason) that such representation is not correct, such tender or submission may
be rejected.
1 (#_ftnref1) In addition to paying the Purchase Price in respect of the
Notes accepted for purchase, the Offeror will also pay accrued and unpaid
interest in cash on such Notes from (and including) the interest payment date
for the Notes immediately preceding the Tender Offer Settlement Date up to,
but excluding, the Tender Offer Settlement Date.
2 (#_ftnref2) Subject to the successful pricing of the New Notes (as defined
below), the Offeror may redeem all, but not some only, of the Notes
outstanding on 17 June 2026.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END TENSSLFEWEMSEII
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Standard Chartered
See all newsREG - Standard Chrtrd PLC - Transaction in Own Shares
AnnouncementREG - Ecobank Transnat'l - Tender Offer - Launch Announcement
AnnouncementREG - Standard Chrtrd PLC - Result of AGM
AnnouncementREG - Standard Chrtrd PLC - AGM Statement
AnnouncementREG - J.P. Morgan Sec PLC GACI First Invest.Co - Stabilisation Notice
Announcement