EQS-Ad-hoc: Titan Financing S.à r.l. / Key word(s): Agreement
Titan Financing S.à r.l.: Notice of Settlement Agreement with Bank of
Cyprus Public Company Limited
30-Dec-2024 / 19:00 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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THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE
SENIOR NOTEHOLDERS. THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS
OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SENIOR NOTES.
IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES
RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO
BENEFICIAL OWNERS OF THE SENIOR NOTES IN A TIMELY MANNER. IF
BENEFICIAL OWNERS OF THE SENIOR NOTES ARE IN ANY DOUBT AS TO THE
MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR
STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER
WITHOUT DELAY.
If you have recently sold or otherwise transferred your entire holding(s)
of Senior Notes referred to below, you should immediately forward
this notice to the purchaser or transferee or to the stockbroker,
bank or other agent through whom the sale or transfer was effected for
transmission to the purchaser or transferee.
THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF REGULATION (EU) 596/2014 OF THE EUROPEAN PARLIAMENT AND OF
THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (AS AMENDED) (“EU MAR”) AND
REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED
KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMENDED (“EUWA”) AND AS FURTHER AMENDED BY THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS 2019 (“UK MAR” AND, TOGETHER WITH EU
MAR, “EU/UK MAR”).
TITAN FINANCING S.À R.L.
(a société à responsabilité limitée (private limited liability
company) incorporated under the laws of the Grand Duchy of
Luxembourg with registered office 28, Boulevard F.W., Raiffeisen, L-2411
Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg
Register of Commerce and Companies under number B272093)
(the “Issuer”)
Notice of Settlement Agreement with Bank of Cyprus Public Company
Limited
to the holders of up to €265,000,000 Notes due March 2067 (ISIN:
XS2553551479) (the “Senior Notes”) and the holders of up to
€752,000,000,000 Notes due March 2067 (ISIN: XS2553552014) (the
“Junior Notes”).
This announcement is released by the Issuer and may contain inside
information for the purposes of Article 7 of EU/UK MAR, encompassing
information relating to the Senior Notes described above. For the purposes
of EU/UK MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055, including as it forms part of assimilated law in the UK by
virtue of the EUWA, this announcement is made by the Directors of the
Issuer.
We refer to the (i) subscription agreement dated 15 November 2022 between,
among others, the Issuer and CBRE Loan Services Limited as Security
Trustee, as amended on 21 February 2023 and 11 May 2023 and as further
amended, restated and/or supplemented from time to time (the “Subscription
Agreement”); and (ii) sale and purchase agreement entered into between
Themis Portfolio (H3) Management Holdings Limited (“Themis”), B4 Galium
Holding S.à r.l (“B4 Galium”) and Bank of Cyprus Public Company Limited
(“BoC”) originally dated 13 November 2021, as supplemented and amended by
the supplemental agreement dated 17 November 2022 between BoC, Themis and
B4 Galium and the supplemental agreement dated 17 November 2022 between
BoC, Themis, B4 Galium and Hemeras RAIF V.C.I.C Ltd acting in connection
to its Hera 3 Sub-Fund (the “RAIF”), as amended by a letter dated 14
February 2024 between the RAIF, Themis and BoC, and as further amended,
restated and/or supplemented from time to time (the “SPA”).
Capitalised terms used but otherwise not defined herein shall have the
meanings given to such terms in the Subscription Agreement.
The Issuer hereby announces that Themis and RAIF have entered into a
settlement agreement with BoC dated 30 December 2024 (the “Settlement
Agreement”), pursuant to which Themis and RAIF concluded settlement of
certain potential claims against BoC under the SPA.
Please refer to the report made available by the Issuer in accordance with
paragraphs (d) and (e) of clause 24.26 (Securitisation Regulations) of the
Subscription Agreement and Article 7(1)(f) of the Securitisation
Regulation, published by EuroABS on
https:/(1)/www.euroabs.com/IH.aspx?d=19488.
For further information, please contact the Issuer at the address below.
Titan Financing S.à r.l.
28, Boulevard F.W. , Raiffeisen, L – 2411 Luxembourg, Grand Duchy of
Luxembourg Attention: the Board of Managers
Email: (2)titan@cscgfm.lu
This notice does not constitute an offer to sell or the solicitation of an
offer to subscribe for or otherwise acquire any securities in any
jurisdiction.
No person has been authorised to give information, or to make any
representation in connection therewith, other than as contained herein.
The delivery of this notice at any time does not imply that the
information in it is correct as at any time subsequent to its date.
This notice is given by:
TITAN FINANCING S.À R.L.
Dated 30 December 2024
End of Inside Information
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30-Dec-2024 CET/CEST News transmitted by EQS Group. www.eqs.com
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Language: English
Company: Titan Financing S.à r.l.
28, Boulevard F.W., Raiffeisen
2411 Luxembourg
Luxemburg
E-mail: titan@cscgfm.lu
ISIN: XS2553551479, XS2553552014
Listed: Vienna Stock Exchange (Vienna MTF)
EQS News ID: 2059291
End of Announcement EQS News Service
2059291 30-Dec-2024 CET/CEST
References
Visible links
1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=802a0423595dcc7f5b29cb17e8ec8662&application_id=2059291&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
2. mailto:titan@cscgfm.lu
