RCS - Aragvi Finance Intnl - Indicative Early Results Announcement

ING Groep NVAnnouncement

Thu 16:30

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RNS Number : 3365F  Aragvi Finance International DAC  21 May 2026

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

21 May 2026

ARAGVI FINANCE INTERNATIONAL DAC ANNOUNCES INSTRUCTIONS RECEIVED AS OF THE
EARLY PARTICIPATION DEADLINE FOR THE TENDER OFFER AND CONSENT SOLICITATION IN
RESPECT OF U.S.$650,000,000 11.125 PER CENT. SECURED NOTES DUE 2029 ISSUED BY
ARAGVI FINANCE INTERNATIONAL DAC

 Description of the Notes                 ISIN / Common Code / CUSIP (Rule 144A)  Amount Outstanding  Maximum Acceptance Amount
 U.S.$650,000,000 11.125% notes due 2029  Regulation S:                           U.S.$650,000,000    U.S.$200,000,000 in aggregate principal amount of Notes

XS2932787687 / 293278768

                                          Rule 144A:

US03851RAC88 / 293126887 / 03851R AC8

On 30 April 2026, Aragvi Finance International DAC (the "Offeror") announced
its invitation to holders (the "Holders") (subject to certain offer and
distribution restrictions referred to below) of the U.S.$650,000,000 11.125
per cent. secured notes due 2029 (the "Notes"), to tender such Notes held by
the Holders for purchase by the Offeror for cash (the "Tender Offer") and
concurrently to (i) consent to amend by the extraordinary resolution (the
"Extraordinary Resolution") the terms and conditions of the Notes, the trust
deed constituting the Notes (the "Trust Deed") and the suretyship agreement in
connection with the Notes, and (ii) authorise by the Extraordinary Resolution
BNY Mellon Corporate Trustee Services Limited (the "Trustee") and CSC Trustees
Limited (the "Security Trustee") to (A) enter on or around the issue date of
the New Notes (as defined below) into an intercreditor agreement with the
Offeror and the Guarantors and (B) provide certain consents in respect of the
Security Documents (as defined in the tender offer and consent solicitation
memorandum dated 30 April 2026 (the "Memorandum")), in each case to permit (x)
the Offeror to issue secured notes to be denominated in U.S. Dollars (the "New
Notes") and (y) for such New Notes to share in the benefit of the Security (as
defined in the Memorandum) (the "Proposal" and, together with the Tender
Offer, the "Offer").

The Offer is made on the terms and subject to the conditions set forth in the
Memorandum. Copies of the Memorandum are available from the Tender and
Tabulation Agent as set out below. Capitalised terms used in this announcement
but not defined herein have the meanings given to them in the Memorandum and
in the announcement dated 13 May 2026 regarding changes to pro-ration
mechanics and the Early Participation Deadline in connection with the Tender
Offer.

As of the Early Participation Deadline, being 5:00 p.m. (New York City time)
on 20 May 2026, the Offeror had received Tender Instructions and Voting
Instructions in respect of the Notes as set out below:

                                Tender Instructions Received (in principal amount of Notes)  Percentage of the Outstanding Notes Tendered  Additional Voting Instructions Received in Favour of the Proposal (in  Total Instructions received in respect of the Proposal (in principal amount of

                                                                                                                                         principal amount of Notes)                                             Notes)

 Outstanding Principal Amount
 U.S.$650,000,000               U.S.$582,981,000                                             89.69%                                        U.S.$49,550,000                                                        U.S.$632,731,000

 

If the Extraordinary Resolution is approved at the Meeting, the Offeror
expects, on the Settlement Date:

1.   To accept for purchase all Tender and Priority Acceptance Instructions
validly submitted (and not validly withdrawn) at or prior to the Early
Participation Deadline (with such priority given up to the amount of New Notes
allocated to the Holder in the primary distribution of the New Notes, and any
amount tendered with an Acceptance Code in excess of such allocation treated
as tendered pursuant to a Tender Only Instruction), without any Scaling
Factor.

2.   To accept for purchase Tender Only Instructions validly submitted (and
not validly withdrawn) at or prior to the Early Participation Deadline with a
Scaling Factor of 0.106822, subject to adjustments, as applicable. Tender Only
Instructions rejected due to pro-ration will be eligible to receive the Early
Consent Fee.

3.   To not accept for purchase any Tender Only Instructions validly
submitted after the Early Participation Deadline, given the aggregate
principal amount of Notes tendered at or prior to the Early Participation
Deadline has exceeded the Maximum Acceptance Amount.

As of the Voting Deadline, being 5:00 p.m. (New York City time) on 20 May 2026
and the Early Participation Deadline, votes cast in favour of the Proposal
were as follows:

                                                               Percentage of Votes to be Cast in favour for the Extraordinary Resolution to      Percentage of Votes Cast in favour of the Proposal (as percentage of the

                                                             be Passed                                                                         aggregate votes cast)
 Quorum Requirement
 Two-thirds in principal amount of the Notes outstanding.      Two-thirds in principal amount of the outstanding Notes owned by the              99.97%
                                                               Noteholders present or represented at the Meeting

 

The Meeting will commence at 10:00 a.m. (London time) on 22 May 2026. As soon
as possible after the Meeting, the Offeror will announce the results of the
Meeting.

The Tender Offer will expire at 5:00 p.m. (New York City time) on 29 May 2026,
unless the Offer is extended or earlier terminated, as described in the
Memorandum.

Holders are advised to read carefully the Memorandum for full details of and
information on the procedures for participating in the Offer.

Questions and requests for assistance in connection with the (a) Offer may be
directed to the Dealer Managers and Solicitation Agents; and (b) Offer and
the delivery of Tender Instructions may be directed to the Tender and
Tabulation Agent, the contact details for all of which are below.

This announcement is made by the Offeror and contains information that is
qualified or may be 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 the Directors of Aragvi Finance International DAC.

The Dealer Managers and Solicitation Agents for the Offer are:

 Citigroup Global Markets Limited             ING Bank N.V.

 Citigroup Centre                             Bijlmerdreef 109

Canada Square

Canary Wharf                                1102 BW Amsterdam

London E14 5LB

United Kingdom                              The Netherlands

 Attention: Liability Management Group

 Telephone: +44 20 7986 8969

 Email: liabilitymanagement.europe@citi.com

                                              Attention: Liability Management Team

                                              Telephone: +44 20 7767 6784

                                              Email: liability.management@ing.com

 Oppenheimer Europe Ltd.                      Raiffeisen Bank International AG

 125 Wood Street                              Am Stadtpark 9

London EC2V 7AN

United Kingdom                              1030 Vienna

 Attention: Liability Management Group        Austria

 Telephone: +44 20 7220 1947

 Email: dl-euibcapitalmarketgroups@opco.com   Attention: Bondsyndication

                                              Telephone: +43 1717073951

                                              Email: project-bondsyndication@rbiinternational.com

 UniCredit Bank GmbH

 Arabellastraße 12

D-81925 Munich
 Germany

 Attention: Liability Management

 Telephone: +49 89 378 15582

 Email: liability.management@unicredit.de

Questions and requests for assistance in connection with the delivery of
Tender Instructions may be directed to the Tender and Tabulation Agent.

Citibank N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Attention: Exchange Team

Email: citiexchanges@citi.com

This announcement must be read in conjunction with the Memorandum. This
announcement and the 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 Memorandum or
the action you should take, you are recommended to seek your own financial and
legal advice, including in respect of any tax consequences, immediately from
your stockbroker, bank manager, legal adviser, accountant or other independent
financial 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 tender Notes in the
Tender Offer and/or participate in the Proposal.

This announcement is for informational purposes only. The Offer is being made
only pursuant to the Memorandum and only in such jurisdictions as is permitted
under applicable law. None of this announcement, the Memorandum nor any other
documents or materials relating to the Offer constitutes an offer to purchase
or the solicitation of an offer to tender or sell Notes to or from any person
located or resident in any jurisdiction where such offer or solicitation is
unlawful.

None of the Offeror, the Parent, the Dealer Managers and Solicitation Agents,
the Tender and Tabulation Agent, the Security Trustee or the Trustee (or their
respective affiliates, directors, officers, employees or agents) makes any
representation or recommendation whatsoever regarding this announcement, the
Memorandum, any document prepared in connection with it or the Offer,
including as to whether any Holder should tender or refrain from tendering all
or any portion of the principal amount of Notes held by it pursuant to the
Tender Offer, or consent or not consent to the Proposal or as to whether the
terms of the Offer are fair, and no one has been authorised by any of them to
make such a representation or recommendation.

The Tender and Tabulation Agent is the agent of the Offeror and owes no duty
to any Holder.

OFFER AND DISTRIBUTION RESTRICTIONS

General

This announcement does not constitute an offer to purchase, or the
solicitation of an offer to tender or sell, or to exercise any voting rights
with respect to any, Notes to or from, or by, any person located or resident
in any jurisdiction where such offer or solicitation is unlawful, and tenders
of Notes by Holders originating from any jurisdiction in which such offer or
solicitation is unlawful will not be accepted. The Offer is not being made,
directly or indirectly, in any jurisdiction where to do so would impose any
obligations on the Parent or the Offeror in such jurisdiction, including any
requirement to qualify as a foreign corporation or other entity or as a dealer
in securities in any such jurisdiction, file any general consent to service of
process in any such jurisdiction, subject itself to taxation in any such
jurisdiction if it is not otherwise so subject, make any filing with any
regulatory body in any such jurisdiction or otherwise have any document
approved by, or submitted to, any regulating body in such jurisdiction. In
those jurisdictions where the securities laws or other laws require the Offer
to be made by a licensed broker or dealer and any Dealer Manager and
Solicitation Agent or any of its respective affiliates is such a licensed
broker or dealer in such jurisdiction, the Offer shall be deemed to be made on
behalf of the Offeror (acting jointly with the Parent) by such Dealer Manager
and Solicitation Agent or affiliate (as the case may be) in such jurisdiction
and the Offer is not made in any such jurisdiction where either a Dealer
Manager and Solicitation Agent or any of its affiliates is not licensed.
Neither the delivery of the Memorandum or this announcement nor any purchase
of Notes shall, under any circumstances, create any implication that there has
been no change in the affairs of the Parent or the Offeror since the date
hereof, or that the information herein is correct as of any time subsequent to
the date hereof.

Each Holder participating in the Offer will be deemed to give certain
representations in respect of the jurisdictions referred to below, and
generally, on submission of Notes for tender in the Tender Offer and
submission of consent to the Proposal. Any tender of Notes for purchase
pursuant to the Offer from a Holder that is unable to make these
representations will not be accepted. Each of the Parent, the Offeror, the
Dealer Managers and Solicitation Agents and the Tender and Tabulation Agent
reserves the right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to the Tender Offer, or submission
of consent to the Proposal, whether any such representation given by a Holder
is correct and, if such investigation is undertaken and as a result the Parent
or the Offeror determines (for any reason) that such representation is not
correct, such tender will not be accepted.

The Offeror is not and will not be regulated by the Central Bank of Ireland as
a result of making the Offer.

 

United Kingdom

The communication of this announcement, the 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, as
amended (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 only be communicated to: (i)
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 (the "Financial
Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial
Promotion Order, including existing members and creditors of the Parent or the
Offeror; (iii) high net worth entities falling within Article 49 of the
Financial Promotion Order; or (iv) other persons to whom these documents
and/or materials may lawfully be communicated under the Financial Promotion
Order.

Belgium

Neither this announcement nor the Memorandum or any other documentation or
material relating to the Offer has been or will be submitted to the Financial
Services and Markets Authority ("Authorité des services et marchés
financiers / Autoriteit voor financiële diensten en markten") for approval or
recognition. Accordingly, in Belgium, the Offer may not be made by way of a
public takeover bid (openbaar overnamebod/offer publique d'acquisition) as
defined in article 3, §1 of the Belgian act on public takeover offers dated 1
April 2007, as amended from time to time (the "Belgian Takeover Law"), save in
those circumstances where a private placement exemption is available.
Therefore, the Offer is conducted exclusively under applicable private
placement exemptions. The Offer may therefore not be advertised and the Offer
will not be extended, and neither this announcement, the Memorandum nor any
other documentation or material relating to the Offer has been or will be
distributed or made available, directly or indirectly, to any person in
Belgium other than (i) to "qualified investors" within the meaning of Article
2, e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and (ii) in
any circumstances set out in Article 6, §4 of the Belgian Takeover Law). This
announcement and Memorandum have been issued for personal use by the
aforementioned qualified investors only and exclusively for the purpose of the
Offer. Accordingly, the information contained in this announcement and the
Memorandum may not be used for any other purpose nor may it be disclosed to
any other person in Belgium.

Cyprus

The Offer will not, directly or indirectly, be made to the public in the
Republic of Cyprus and this announcement, the Memorandum or any document,
circular, advertisement or other offering material will not be distributed in
the Republic of Cyprus except under circumstances which will result in
compliance with the Prospectus Regulation and any other applicable laws and
regulations in effect at the relevant time.

No investment services shall be provided or investment activities shall be
performed, whether or not in conjunction with any ancillary services (as these
terms are defined in the Investment Services and Activities and Regulated
Markets Law 2017, as amended ("Investment Services Law") in or from Cyprus in
connection with the Offer, this announcement or the Memorandum or if any
investment services are provided or any investment activities are performed
these shall be conducted solely under circumstances which will result in
compliance with the Investment Services Law and any other applicable laws and
regulations in effect at the relevant time.

 

 

France

This announcement, the Memorandum and any other documentation or material
relating to the Offer (including memorandums, information circulars, brochures
or similar documents) may not be distributed in the Republic of France except
to qualified investors as defined in Article 2(e) of the Prospectus
Regulation. This announcement and the Memorandum have not been submitted to
the clearance procedures of the Autorité des marchés financiers.

Ireland

None of this announcement, the Memorandum or any other documentation or
material relating to the Offer may be distributed in Ireland except to
qualified investors as defined in Article 2(e) of the Prospectus Regulation.

This announcement and the Memorandum and any other documentation or material
relating to the Offer will only be distributed in Ireland in conformity with
the provisions of the Companies Act 2014 (as amended), the Central Bank Acts
1942 - 2018 (as amended) and the European Union (Markets in Financial
Instruments) Regulations 2017, including, without limitation, Regulation 5
thereof or any applicable provisions of Irish law.

Italy

None of this announcement, the Offer, the Memorandum nor 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.

A Holder located in the Republic of Italy may tender Notes 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 September 1,
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 Notes
or the Offer.

Moldova

This announcement, the Memorandum and any documents or materials related to
the Offer will not be distributed in any manner in the Republic of Moldova,
have not been submitted to, reviewed or approved by the National Commission
for Financial Markets (Comisia Națională a Pieței Financiare) of the
Republic of Moldova and may not be used in connection with an offer (ofertă)
in the Republic of Moldova, including an offer made to the public on the
capital market of the Republic of Moldova or

otherwise, and are not directed at any person on the territory of the Republic
of Moldova and should not be relied on by any such person. The Offer is not
made in the Republic of Moldova and shall not be deemed to be an offer in the
Republic of Moldova. This announcement, the Memorandum and the Offer do not
concern "securities" (valori mobiliare) within the meaning of the Law No. 171
dated 11 July 2012 on the Capital Market and the Offeror is not registered and
operating in the Republic of Moldova and is not a "joint stock company" within
the meaning of Law No. 1134 dated 2 April 1997 on Joint Stock Companies or an
"issuer" within the meaning of Law No. 171 dated 11 July 2012 on the Capital
Market.

 

Ukraine

The Offeror has not made and will not make, and no action has been taken to
authorise, any offer of the securities referred to in this announcement and
the Memorandum to the public in Ukraine, or any advertisement of any offer,
invitation, or solicitation provided in this announcement and the Memorandum
to the public in Ukraine. Any offer of such securities shall not constitute
circulation, distribution, placement, sale, purchase or other transfer of
securities in the territory of Ukraine. Further, any offer, invitation, or
solicitation provided for in this announcement and the Memorandum shall not
constitute an advertisement in the territory of Ukraine. Accordingly, nothing
in this announcement and the Memorandum shall be interpreted as being made to
the public in Ukraine and/or containing any offer or invitation to, or
solicitation of, any such circulation, distribution, placement, sale, purchase
or other transfer of securities, or advertisement in the territory of Ukraine.

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