LUXEMBOURG--(BUSINESS WIRE)--THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW).
SES (the “Offeror”) announces today that it is inviting holders of its outstanding €625,000,000 Deeply Subordinated Fixed Rate Resettable Securities issued on 27 May 2021 (ISIN: XS2010028343) (the “Securities”) to tender their Securities for purchase by the Offeror for cash up to the Maximum Acceptance Amount (as defined below) subject to the satisfaction (or waiver) of the New Issue Condition (such invitation, the “Offer”).
The Offer is being made by the Offeror upon the terms and subject to the conditions contained in the tender offer memorandum dated 11 March 2026 (the “Tender Offer Memorandum”) prepared by the Offeror in connection with the Offer, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.
Summary
A summary of certain key terms relevant to the Offer appears below:
|
Description of the Securities |
Coupon of the Securities until the First Reset Date |
ISIN / Common Code |
Outstanding Principal Amount |
First Optional Redemption Date / First Reset Date |
Purchase Price |
Maximum Acceptance Amount |
|
€625,000,000 Deeply Subordinated Fixed Rate Resettable Securities |
2.875 per cent. |
XS2010028343 / 201002834 |
€525,022,000 |
27 May 2026 / |
99.25 |
An aggregate principal amount to be determined by the Offeror in its sole and absolute discretion and expected to be at least equal to the aggregate principal amount of the New Securities (as defined herein), subject to the right of the Offeror in its sole and absolute discretion to accept more or less than such amount, and to be announced as soon as reasonably practicable after the pricing of the New Securities |
