Intention to Announce Tender

EBN Finance Company B.V.

27 November 2025

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER TO SELL OR RECOMMENDATION TO PURCHASE THE NOTES REFERRED TO IN THIS ANNOUNCEMENT OR ANY OTHER SECURITIES. THE PROPOSED OFFER (AS DEFINED BELOW) IS NOT BEING MADE, AND THIS ANNOUNCEMENT SHALL NOT BE DISTRIBUTED, IN ANY JURISDICTION IN WHICH SUCH OFFER IS NOT IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

27 November 2025

EBN FINANCE COMPANY B.V.
(the "Issuer")

acting in conjunction with
ECOBANK NIGERIA LIMITED
(the "Bank")

The Issuer, acting in conjunction with the Bank, announces its intention to launch a tender offer for the outstanding U.S.$300,000,000 7.125 per cent. Senior Note Participation Notes due 2026 (Rule 144A ISIN: US26824MAB63; Reg S ISIN: XS2297197266), of which U.S.$150,000,000 is outstanding as of the date of this announcement (the "Notes"), issued by (but with limited recourse to) the Issuer solely for the purpose of financing the purchase of the U.S.$300,000,000 7.125 per cent. Senior Note due 2026 (the "Senior Note") issued by the Bank (the "Proposed Offer").

The Proposed Offer is expected to be made on or about Friday, 28 November 2025 and to settle on or prior to 31 December 2025. Holders whose Notes are validly tendered and accepted for purchase are expected to receive cash consideration of U.S.$1,000 per U.S.$1,000 in principal amount of the Notes plus accrued interest up to but excluding the relevant settlement date, all as more fully described in the tender offer memorandum which the Issuer, acting in conjunction with the Bank, expects to publish on or about Friday, 28 November 2025.

No fees will be paid in connection with the Proposed Offer - rather the rationale for the Proposed Offer, once made, will afford holders the opportunity to have their Notes redeemed earlier than the original maturity date of 16 February 2026, should they wish to participate. The Proposed Offer is expected to be made for any and all Notes outstanding.

An announcement containing further details of the Proposed Offer, including a summary of the terms of the tender offer and the key dates, is expected to be published by the Issuer on Friday, 28 November 2025.

This announcement is made by:

ECOBANK NIGERIA LIMITED
Plot 21

Ahmadu Bello Way

Victoria Island

Nigeria

EBN FINANCE COMPANY B.V.

Bavincklaan 7
1183 AT, Amstelveen
The Netherlands

This announcement relates to the disclosure of information that qualifies as inside information within the meaning of Article 7(1) of the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

 

END