EQS-News: Final Results of the Tender Offer Memorandum

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT 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 THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

23 July 2025

Further to the announcement made by CPI PROPERTY GROUP (the “Company”) on 15 July 2025 (the “Launch Announcement”) in relation to its invitation to holders (subject to certain offer and distribution restrictions) of its outstanding EUR 600,000,000 7.000 per cent. Senior Unsecured Green Notes due 7 May 2029 (ISIN: XS2815976126) (of which EUR 600,000,000 is currently outstanding) (the “Notes”) to tender the Notes for purchase by the Company for cash (the  “Offer”), the Company today announces (i) the Maximum Acceptance Amount, (ii) the aggregate nominal amount of the Notes validly tendered, (iii) the Final Acceptance Amount, (iv) the details of any Scaling Factor to be applied to Notes, and (v) the aggregate nominal amount of the Notes that will remain outstanding following completion of the Offer.

The Offer was made on the terms and was subject to the conditions set out in the tender offer memorandum dated 15 July 2025 (the “Tender Offer Memorandum”).

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

Final Results

The Expiration Deadline for the receipt of valid Tender Instructions in order for Noteholders to participate in the Offer was 4.00 p.m. (London time) on 22 July 2025. As at the Expiration Deadline, a total of (rounded to the nearest EUR 1,000) EUR 313,396,000 in aggregate nominal amount of Notes were validly tendered for purchase pursuant to the Offer. 

The Company has decided to set each of the Maximum Acceptance Amount and the Final Acceptance Amount at EUR 180,000,000 in aggregate nominal amount of Notes.

Accordingly, as the aggregate nominal amount of Notes validly tendered for purchase exceeds the Final Acceptance Amount, the Company will accept all Notes validly tendered for purchase on a pro rata basis, with a Scaling Factor of 56.4344 per cent..

The expected Settlement Date for the Offer and payment of the Purchase Price and Accrued Interest Payment in respect of the Notes accepted for purchase pursuant to the Offer is 25 July 2025. Following settlement of the Offer, EUR 420,000,000 in aggregate nominal amount of the Notes will remain outstanding.

For Further Information

A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Further details about the transaction can be obtained from:

DEALER MANAGERS
Banco Santander, S.A. Ciudad Grupo Santander Avenida de Cantabria s/n 28660 Boadilla del Monte Madrid Spain Attention: Liability Management Email: LiabilityManagement@gruposantander.com	Barclays Bank Ireland PLC One Molesworth Street Dublin 2 Ireland D02 RF29   Attention: Liability Management Group Email: eu.lm@barclays.com
Goldman Sachs International Plumtree Court 25 Shoe Lane London EC4A 4AU United Kingdom   Tel: +44 207 774 4836 Attention: Liability Management Group Email: liabilitymanagement.eu@gs.com
TENDER AGENT
Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone: +44 207 704 0880 Attention: David Shilson Email: cpi@is.kroll.com Website:  https://deals.is.kroll.com/cpi

This announcement is released by the CPI Property Group and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by David Greenbaum, Chief Executive Officer at CPI Property Group.

Disclaimer

This announcement must be read in conjunction with the Launch Announcement and the Tender Offer Memorandum. The offer period for the Offer has now expired and no further tenders of Notes may be made. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement, the Launch Announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Launch Announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.