EQS-Ad-hoc: CPI Europe AG / Key word(s): Bond/Corporate Action
CPI Europe announces an offer to the holders of its €500 million corporate
bond due 2027 (ISIN XS2243564478) to tender the bond for cash in a total
nominal value of up to €100 million
30-May-2025 / 09:45 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS
Group.
The issuer is solely responsible for the content of this announcement.
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CPI Europe AG
Wienerbergstrasse 9
1100 Vienna, Austria
FN 114425y HG Wien
UID: ATU 37681807
DVR 0607274
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN
THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED
STATES”) OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW).
Ad-hoc Announcement
Vienna, 30 May 2025
CPI Europe announces an offer to the holders of its €500 million corporate
bond due 2027 (ISIN XS2243564478) to tender the bond for cash in a total
nominal value of up to €100 million
CPI Europe AG (the “Company” or “CPI Europe”) has today decided to invite
all holders (subject to the offer restrictions referred to below) of its
€500 million (currently outstanding €237.8 million) 2.500% senior
unsecured corporate bond due 2027, ISIN XS2243564478 (the “Bond” or
“Notes”), to tender such Notes for purchase by the Company for cash up to
a total nominal value of €100 million (the “Offer”). The Offer is intended
to reduce the total debt of CPI Europe and decrease the volume of the
outstanding Bond to further optimise the Company’s debt profile.
The Offer shall be subject to the terms and conditions set out in the
tender offer memorandum dated 30 May 2025 (the “Tender Offer Memorandum”)
prepared by the Company.
The Offer begins today and will expire at 4:00 p.m. (London Time) on 10
June 2025, unless extended, withdrawn, re-opened or terminated at the sole
and absolute discretion of the Company as provided in the Tender Offer
Memorandum.
Purchase Price
Subject to the Specified Minimum Denomination, the amount the Company will
pay for Notes validly tendered and accepted for purchase pursuant to the
Offer will be determined pursuant to a modified Dutch auction procedure
(the “modified Dutch auction procedure”), as described in the Tender Offer
Memorandum and subject to the Minimum Purchase Price.
The Purchase Price for the Notes will be the cash purchase price
(expressed as a percentage of the principal amount of Notes accepted for
purchase pursuant to the Offer) that the Company determines in accordance
with the modified Dutch auction procedure described herein, at which the
Notes are accepted for purchase by the Company.
The Purchase Price: (i) shall not be less than the higher of: (x) the
Minimum Purchase Price; and (y) the highest Offer Price at which Notes are
accepted for purchase by the Company, such that (x) or (y) will enable the
Company to purchase its desired principal amount of Notes, and (ii) shall
either be the Minimum Purchase Price, or an increment of 0.100 per cent.
above the Minimum Purchase Price. Following the Expiration Deadline, and
subject to the foregoing, the Company will determine the Purchase Price in
its sole and absolute discretion.
The Minimum Purchase Price is 96 per cent. of the principal amount of the
Notes.
Under the modified Dutch auction procedure, the Company will determine, in
its sole discretion, following expiration of the Offer, the Final
Acceptance Amount (as described below) and the Purchase Price, taking into
account the aggregate nominal amount of Notes tendered in the Offer, the
Offer Price specified (or deemed to be specified, as set out above) by
tendering Noteholders.
Accrued Interest
In addition to the Purchase Consideration, the Company will also pay an
Accrued Interest Payment in respect of Notes validly tendered and
delivered and accepted for purchase by the Company pursuant to the Offer.
Maximum Tender Acceptance Amount
The Company proposes to accept an aggregate nominal amount of Notes (if
any) of up to €100,000,000 on the terms and subject to the conditions
contained in the Tender Offer Memorandum (although the Company reserves
the right, in its sole and absolute discretion and for any reason, to
increase or decrease the Maximum Tender Acceptance Amount, or to accept
none of the Notes tendered for purchase pursuant to the Offer). The
relevant Purchase Consideration will be paid in euro.
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 or the Tender Offer Memorandum or the action
you should take, you are recommended to seek your own financial and legal
advice, including as to any tax consequences, immediately from your
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal 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
participate in the Offer. None of the Dealer Managers, the Tender Agent
and the Company makes any recommendation as to whether Noteholders should
tender Notes for purchase pursuant to the Offer.
* * * * *
Offer and distribution restrictions
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 in 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 the Dealer Managers or any of their respective affiliates is
such a licensed broker or dealer in any such jurisdiction, such Offer
shall be deemed to be made by such Dealer Managers or such affiliate, as
the case may be, on behalf of the Company in such jurisdiction.
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 Offer come are required by the
Company, the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions.
In addition to the representations referred to below in respect of the
United States, each Noteholder participating in the Offer will also give
certain representations, acknowledgements, warranties and undertakings and
make certain agreements in respect of the other jurisdictions referred to
below and generally as set out in the Tender Offer Memorandum. 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
Company, the Dealer Managers and the Tender Agent reserves the right, in
their 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 Company determines (for any reason) that
such representation is not correct, such tender may be rejected.
United States
The Offer is not being made, and will not be made, directly or indirectly
in or into, or by use of the mail of, or by any means or instrumentality
of interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States or to any U.S. Person. This
includes, but is not limited to, facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic
communication. The Notes may not be tendered in the Offer by any such use,
means, instrumentality or facility from or within the United States or by
persons located or resident in the United States as defined in Regulation
S of the Securities Act. Accordingly, copies of this announcement, the
Tender Offer Memorandum and any other documents or materials relating to
the Offer is not being, and must not be, directly or indirectly mailed or
otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the United
States or to any U.S. Person. Any purported tender of Notes in the Offer
resulting directly or indirectly from a violation of these restrictions
will be invalid and any purported tender of Notes made by, or by any
person acting for the account or benefit of, a person resident or located
in the United States, a U.S. Person or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.
Each Noteholder participating in the Offer will represent that it is not a
U.S. Person, it is not located in the United States and it is not
participating in the Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United States
that is not giving an order to participate in the Offer from the United
States and it is not a U.S. Person. For the purposes of the Tender Offer
Memorandum and the above paragraph, “United States” means the United
States of America, its territories and possessions, any state of the
United States of America and the District of Columbia.
United Kingdom
The communication of this announcement and the Tender Offer 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 (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 be communicated to (1) 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, as amended (the “Financial Promotion
Order”)), (2) persons who fall within Article 43 (2) of the Financial
Promotion Order, which includes a creditor or member of the Company, (3)
persons who fall within Article 49 of the Financial Promotion Order (“high
net worth companies, unincorporated associations etc.”); or (4) any other
persons to whom these documents and/or materials may lawfully be
communicated. Any investment or investment activity to which this
announcement, the Tender Offer Memorandum relates is available only to
such persons or will be engaged only with such persons and other persons
should not rely on it.
Italy
None of the Offer, this announcement, the Tender Offer Memorandum or 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.
The Offer is being carried out in the Republic of 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 “Financial Services
Act”) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14
May 1999, as amended. Noteholders or beneficial owners of the Notes that
are located in Italy can tender some or all of their Notes pursuant to 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 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) 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.
France
The Offer is not being made, directly or indirectly, to the public in the
Republic of France. This announcement, the Tender Offer Memorandum and any
other offering material relating to the Offer may not be distributed in
the Republic of France except to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129. This announcement and the Tender Offer
Memorandum have not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.
Belgium
The Offer is not being made, and will not be made or advertised, directly
or indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of the Belgian Code of Economic Law, as amended (a
“Consumer”) and this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer have not been and may
not be distributed, directly or indirectly, in Belgium to Consumers.
For further information, please contact:
Investor Relations and Corporate Communications
Simone Korbelius
Investor Relations and Corporate Communications
T +43 (0)1 88 090 2291
M +43 (0)699 1685 7291
communications@cpi-europe.com
Investor.Relations@cpi-europe.com
For more on CPI Europe, visit our website: www.cpi-europe.com
End of Inside Information
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30-May-2025 CET/CEST News transmitted by EQS Group. www.eqs.com
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Language: English
Company: CPI Europe AG
Wienerbergstraße 9
1100 Vienna
Austria
Phone: +43 (0) 1 88090 - 2291
Fax: +43 1 88090 - 8291
E-mail: Investor.Relations@cpi-europe.com
Internet: http://cpi-europe.com/
ISIN: AT0000A21KS2
WKN: A2JN9W
Listed: Regulated Unofficial Market in Berlin, Frankfurt, Munich,
Stuttgart, Tradegate Exchange; Warschau, Vienna Stock
Exchange (Official Market)
EQS News ID: 2147864
End of Announcement EQS News Service
2147864 30-May-2025 CET/CEST
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