Results of Tender Offer

Kuwait Projects Co SPC Limited

10 September 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. NEITHER THE TENDER OFFER MEMORANDUM NOR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE TENDER OFFER MEMORANDUM OR ANY RELATED DOCUMENTS, AND IT MAY BE UNLAWFUL AND A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.

10 September 2025

Kuwait Projects Company (Holding) K.S.C.P. ("KIPCO" and the "Offeror") hereby announces the results of its invitations to Noteholders of the outstanding U.S.$500,000,000 4.229 per cent. Notes due 2026 (ISIN: XS2071383397) (the "2026 Notes") and U.S.$500,000,000 4.500 per cent. Fixed Rate Notes due 2027 (ISIN: XS1567906059) (the "2027 Notes" and, together with the 2026 Notes, the "Notes") each issued by Kuwait Projects Co SPC Limited and irrevocably guaranteed by KIPCO, to tender their Notes for purchase by KIPCO for cash (such invitation being, in respect of each series of Notes, an "Offer" and together, the "Offers").

The Offers were announced on 2 September 2025 and were made on the terms and subject to the conditions described in the tender offer memorandum dated 2 September 2025 (the "Tender Offer Memorandum").  The Expiration Deadline and Withdrawal Deadline were at 11:00 (New York City time) on 9 September 2025. Capitalised terms used in this announcement and not otherwise defined have the meanings given to them in the Tender Offer Memorandum, which is available, subject to eligibility confirmation and registration on the transaction website (the "Transaction Website"): https://projects.sodali.com/kipco.

Results

The results of the Offers are as follows:

Description of Notes	ISIN	Purchase Price per U.S.$1,000 in principal amount[1]	Aggregate principal amount accepted for purchase[2]	Aggregate principal amount outstanding after settlement
U.S.$500,000,000 4.229 per cent. Notes due 2026 (the "2026 Notes")	XS2071383397	U.S.$970.00	U.S.$153,349,000	U.S.$346,651,000
U.S.$500,000,000 4.500 per cent. Fixed Rate Notes due 2027 (the "2027 Notes")	XS1567906059	U.S.$972.50	U.S.$150,764,000	U.S.$349,236,000

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 11 September 2025.  

Following settlement of the Offers, U.S.$346,651,000 in aggregate principal amount of the 2026 Notes and U.S.$349,236,000 in aggregate principal amount of the 2027 Notes will remain outstanding.

As no Notes were delivered pursuant to the Guaranteed Delivery Procedures, there will be no settlement on the Guaranteed Delivery Settlement Date.

Further Information

HSBC Bank plc, Kamco Investment Company K.S.C.P. and Standard Chartered Bank are acting as the dealer managers (the "Dealer Managers") for the Offers. Sodali & Co is acting as the Tender and Information Agent (the "Tender and Information Agent").

Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers as follows:

HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Telephone: [phone] Attention: Liability Management, DCM Email: [e-mail]	Kamco Investment Company K.S.C.P. Al Shaheed Tower Khalid Ibn Al-Waleed Street P.O. Box 28873, Safat 13149 Sharq, State of Kuwait Telephone: [phone] Attention: Debt Capital Markets Email: [e-mail]
Standard Chartered Bank 7th Floor Building One, Gate Precinct Dubai International Financial Centre P.O. Box 999 Dubai United Arab Emirates Telephone: [phone] Attention: Liability Management Group Email: [e-mail]  Questions and request for assistance in connection with the delivery of Tender Instructions or the Notice of Guarantee Delivery, may be directed to the Tender and Information Agent as follows:
Sodali & Co Leadenhall Building 122 Leadenhall St City of London, EC3V 4AB United Kingdom Telephone: [phone] Email: [e-mail] Transaction Website: https://projects.sodali.com/kipco

None of the Dealer Managers, the Tender and Information Agent or any of their respective directors, officers, employees, agents or affiliates makes any representation or recommendation whatsoever regarding the Offers, and none of the Offeror, the Dealer Managers, the Tender and Information Agent or their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offers contained in this announcement or in the Tender Offer Memorandum.

None of the Dealer Managers, the Tender and Information Agent, the Offeror or any of their respective directors, officers, employees, agents or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Managers, the Tender and Information Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Offeror to disclose information with regard to the Offeror or the Notes which is material in the context of the Offers and which is not otherwise publicly available.

None of the Dealer Managers, the Tender and Information Agent, the Offeror or any of their respective directors, officers, employees, agents or affiliates makes any representation or recommendation whatsoever regarding the Offers, or any recommendation as to whether Noteholders should tender Notes in the Offers.

Disclaimer

This announcement must be read in conjunction with the Tender Offer Memorandum. The Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

None of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of KIPCO in such jurisdiction.

Each Noteholder participating in an Offer will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer from a Noteholder that is unable to make these representations will not be accepted.

Each of KIPCO, the Dealer Managers and the Tender and Information Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result KIPCO determines (for any reason) that such representation is not correct, such tender or submission may be rejected.

MAR

This announcement is released by Kuwait Projects Co SPC Limited and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, as amended (the "MAR"). For the purposes of MAR this announcement is made by Samer Khanachet, Deputy Group Chief Executive Officer on behalf of Kuwait Projects Co SPC Limited. 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF MAR. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

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[1]  In addition to the Purchase Price, the Offeror will pay Holders whose Notes are accepted for purchase by the Offeror, Accrued Interest.

[2]   No notes were delivered pursuant to the Guaranteed Delivery Procedures.

 

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