EQS-Ad-hoc: Capella Financing S.à.r.l. / Key word(s): Miscellaneous
Capella Financing S.à.r.l.: Notice of Settlement Agreement with Hellenic
Bank Public Company Limited
07-Jul-2025 / 17:35 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
NOTEHOLDERS. THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF
INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF
APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES
RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO
BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF
THE 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 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, AS AMENDED (“UK MAR” AND, TOGETHER WITH EU MAR, “EU/UK MAR”).
CAPELLA FINANCING S.À R.L.
(a private limited liability company (société à responsabilité limitée)
incorporated under the laws of Luxembourg, registered with the Luxembourg
trade and companies register (Registre de commerce et des sociétés,
Luxembourg) under number B271743, being subject, as an unregulated
securitisation undertaking (société de titrisation non réglementée) within
the meaning of the Luxembourg law of 22 March 2004 on securitisation, as
amended)
(the “Issuer”)
Notice of Settlement Agreement with Hellenic Bank Public Company Limited
to the holders of outstanding
EUR 229,500,000 Class A fixed rate Notes due 31 January 2054 (ISIN:
XS2590244807; Common Code: 259024480) (the “Class A Notes”)
EUR 114,500,000 Class B fixed rate Notes due 31 January 2054 (ISIN:
XS2590245101; Common Code: 259024510) (the “Class B Notes”)
EUR 442,663,000 Class Z Notes due 31 January 2054 (ISIN: XS2590247735;
Common Code: 259024773) (the “Class Z Notes”)
issued by the Issuer (together, the “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 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 domestic law in the UK, this
announcement is made by the managers of the Issuer.
We refer to the (i) trust deed dated 30 March 2023 between the Issuer and
Citibank, N.A., London Branch (the “Note Trustee”), as amended, restated
and/or supplemented from time to time (the “Trust Deed”) and the terms and
conditions of the Notes set out in Schedule 2 to the Trust Deed (the
“Conditions”); and (ii) sale and purchase agreement entered into between
Hellenic Bank Public Company Limited (the “Seller”), Themis Portfolio (S1)
Management Holdings Limited (formerly Kohira Holdings Limited) (“Themis”)
and Hemeras RAIF V.C.I.C. Ltd (the “RAIF”), originally dated 8 April 2022
and as supplemented on 22 December 2022 and 30 March 2023, as amended on
20 March 2024, and as further amended, restated and/or supplemented from
time to time (the “SPA”).
Capitalised terms used but not otherwise defined herein have the meanings
given to such terms in the master definitions and construction schedule
dated 30 March 2023 signed by, amongst others, the Issuer and the Note
Trustee, as amended, restated and/or supplemented from time to time.
The Issuer hereby announces that the RAIF and Themis have entered into a
settlement agreement with the Seller dated 4 July 2025 (the “Settlement
Agreement”), pursuant to which the RAIF and Themis concluded settlement of
certain potential claims against the Seller under the SPA.
Please refer to the report made available by the Issuer in accordance with
clause 13.3(a)(ii) (Securitisation Regulation Reporting) of the Servicing
Agreement, clause 7.4(c) (Information Covenants) of the Cash Management
Agreement and Article 7(1)(f) of the EU Securitisation Regulation and
Article 7(1)(f) of the UK Securitisation Regulation, published on the
Reporting Website on (1)https://sf.citidirect.com/stfin/.
For further information, please contact the Issuer at the address below.
Capella Financing S.à r.l.
28, Boulevard F.W. Raiffeisen,
L – 2411 Luxembourg
Grand Duchy of Luxembourg
Attention: the Board of Managers
Email: (2)capella@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:
CAPELLA FINANCING S.À R.L.
Dated 7 July 2025
End of Inside Information
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07-Jul-2025 CET/CEST News transmitted by EQS Group. www.eqs.com
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Language: English
Company: Capella Financing S.à.r.l.
28, boulevard F.W. Raiffeisen
L-2411 Luxembourg
Luxemburg
Internet: capella@cscgfm.lu
ISIN: XS2590244807, XS2590245101, XS2590247735
Listed: Vienna Stock Exchange (Vienna MTF)
EQS News ID: 2166356
End of Announcement EQS News Service
2166356 07-Jul-2025 CET/CEST
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References
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