Prosus公布2027年到期票据现金要约结果

PROSUS N.V. ANNOUNCES RESULTS OF CASH TENDER OFFERS FOR ITS 4.850% NOTES DUE 2027 AND 3.257% NOTES DUE 2027
AMSTERDAM, July 15, 2026 /PRNewswire/ -- Prosus N.V. (the "Company"), a public company with limited liability (naamloze vennootschap)under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, announced today the results of its previously announced cash tender offers (the "Offers") for its outstanding 4.850% Notes due 2027 (the "Any and All Notes") and its outstanding 3.257% Senior Notes due 2027 (the "Capped Tender Offer Notes").
The Offers were made upon and are subject to the terms and conditions set forth in the Offer to Purchase dated July 6, 2026 (the "Offer to Purchase"). Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.
The Offers expired at 5:00 p.m. (New York City time) on July 14, 2026 (the "Expiration Date").
Title of |
CUSIP/ISIN |
Maturity |
Principal Amount |
Principal |
Principal |
Total |
4.850% Notes due 2027 (the "Any and All Notes") |
62856R AD7 / US62856RAD70 N5946F AD9/ USN5946FAD98 |
July 6, 2027 |
U.S.$614,146,000 |
U.S.$157,029,000 |
U.S.$157,029,000 |
U.S.$1,002.31 |
3.257% Senior Notes due 2027 (the "Capped Tender Offer Notes") |
74365P AG3 / US74365PAG37 N7163R AW3/ USN7163RAW36 |
January 19, 2027 |
U.S.$1,000,000,000 |
U.S.$462,045,000 |
U.S.$462,045,000 |
U.S.$994.50 |
__________________________
Notes:
- As of the commencement date of the Offers.
- Notes validly tendered on or before the Expiration Date.
- Per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Offers.
The Company was advised by the Information and Tender Agent that as of the Expiration Date, the aggregate principal amount of each of the Any and All Notes and the Capped Tender Offer Notes specified in the table above was validly tendered and not validly withdrawn. The table above provides the aggregate principal amount of each of the Any and All Notes and the Capped Tender Offer Notes that the Company has accepted in the Offers on the terms and subject to the conditions set forth in the Offer to Purchase. No Scaling Factor has been applied in the Capped Tender Offer.
Payment of the applicable Total Consideration for all Notes validly tendered and accepted for purchase by the Company pursuant to the Offers will be made on July 16, 2026 (the "Settlement Date"). In addition to the Total Consideration as set forth in the table above, all Holders whose Notes are validly tendered and accepted for purchase will also receive accrued and unpaid interest on such Notes from, and including, the applicable last interest payment date up to, but not including, the Settlement Date, payable on the Settlement Date.
All Notes accepted for purchase in the Offers will be cancelled and retired, and will no longer remain outstanding obligations of the Company.
The Company has elected to exercise its optional redemption right in respect of any outstanding Any and All Notes following settlement of the Any and All Tender Offer, in accordance with the terms and conditions of the Any and All Notes, and issued a notice of redemption on July 9, 2026. Accordingly, Holders of Any and All Notes who did not tender their notes in the Any and All Tender Offer will have their notes redeemed on August 10, 2026 at the applicable make-whole redemption price calculated in accordance with the terms and conditions of the Any and All Notes, which may be higher or lower than the Total Consideration for the Any and All Notes. Nothing in this announcement constitutes a redemption notice.
FURTHER INFORMATION
The Offer to Purchase sets out the full terms of the Offers. The Offer to Purchase and any other relevant notice and documents with respect to the Offers are available at https://clients.dfkingltd.com/prosus, operated by the Information and Tender Agent for the purpose of the Offers, and from the Information and Tender Agent at the telephone number or e-mail address set out below. Holders may also contact the Dealer Managers at the telephone numbers or addresses set out below for information concerning the Offers. Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers.
DEALER MANAGERS
Goldman Sachs & Co. LLC |
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BNP Paribas Securities Corp. 787 Seventh Avenue New York, NY 10119 United States of America Attention: Liability Management Group Telephone: In the United States: +1 (888) 210-4358 (toll-free) +1 (212) 841-3059 (collect) In Europe: +33 1 55 77 78 94 Email: [email protected] |
BofA Securities Europe SA 51 rue La Boétie 75008 Paris France Attention: Liability Management Group Telephone: In the United States: +1 (888) 292-0070 (toll-free) +1 (980) 387-3907 (collect) In Europe: +33 1 877 01057 Email: [email protected] |
200 West Street New York, NY 10282-2198 United States of America Attention: Liability Management Group Telephone: In the United States: +1 (800) 828-3182 (toll-free) +1 (212) 357-1452 (collect) In Europe: +44 207 774 4836 Email: |
THE INFORMATION AND TENDER AGENT
D.F. King |
|
In New York: |
|
28 Liberty Street, 53rd Floor New York, NY 10005, USA Banks and brokers call: (646) 677-2521 All others call toll free: (800) 967-5051 E-mail: [email protected] |
In London: 51 Lime Street, London EC3M 7DQ, United Kingdom Banks and brokers call: +44 20 7920 9700 |
Offer Website: https://clients.dfkingltd.com/prosus |
NOTICE AND DISCLAIMER
This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. The terms and conditions of the Offers are described in the Offer to Purchase. This announcement must be read in conjunction with the Offer to Purchase.
This announcement contains information that qualifies, or may qualify, as inside information within the meaning of Article 7(1) of the Market Abuse Regulation (EU) 596/2014.
OFFER AND DISTRIBUTION RESTRICTIONS
General
The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by the Company, the Dealer Managers and the Information and Tender Agent to inform themselves of and to observe any such restrictions.
Neither this announcement nor the Offer to Purchase constitutes, nor may they be used in connection with, an offer to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. Neither the Company, the Dealer Managers nor the Information and Tender Agent accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.
European Economic Area
The Offers are not being made in any Member State of the European Economic Area, other than to persons who are "qualified investors" as defined in Regulation (EU) No 2017/1129 (as amended, the "Prospectus Regulation"), or in other circumstances falling within Article 1(4) of the Prospectus Regulation. This EEA selling restriction is in addition to any other selling restrictions set out in the Offer to Purchase.
United Kingdom
The communication of this announcement and the Offer to Purchase by the Company and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"), as amended. 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 document