MHP SE NEW EUROBOND MANDATE AND TENDER OFFER

MHP SE

15 January 2026

 

15 January 2026

MHP SE NEW EUROBOND MANDATE AND TENDER OFFER ANNOUNCEMENT

MHP SE, the parent company of a leading international food and agri group with headquarters in Ukraine, has announced that it is arranging meetings with fixed income investors in connection with a potential new Eurobond transaction by its wholly owned subsidiary, MHP Lux S.A., a company incorporated in Luxembourg. MHP SE has also announced that MHP Lux S.A. has today launched a tender offer for any and all of the USD 550,000,000 aggregate principal amount outstanding 6.95% notes due 2026 issued by MHP Lux S.A., subject to certain terms and conditions, including with respect to financing. The tender price for bonds tendered on or prior to 5:00 p.m. (New York time) on 29 January 2026 is USD 1,000 per USD 1,000 held, plus accrued interest. Unless extended or amended, the tender offer will expire on 11:59 p.m. (New York time) on 12 February, 2026.

Disclaimer

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy securities to any person in the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful, and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. The securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act"), or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.

This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

This announcement is not an advertisement of securities in Ukraine, and is not an offer or invitation to, or solicitation of, any such circulation, distribution, placement, sale, purchase or other transfer of the securities in the territory of Ukraine. It is not intended to be and must not be publicly distributed in or into Ukraine.

The Tender Offer is not intended to be and must not be made directly or indirectly to the public in Cyprus by way of a public offering as defined in (i) the Cyprus Public Offer and Prospectus Law, Law No. 114(I)/2005, as amended or replaced from time to time (the "Cyprus Prospectus Law") and (ii) Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC ("EU Prospectus Regulation").

This announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer, as well as any disclosure statements or information therein relating to the Tender Offer will not be released, issued, published, communicated, advertised or disseminated to the public in Cyprus.

This announcement, the Tender Offer Memorandum and all other documents and materials relating to the Tender Offer do not constitute investment advice or a recommendation under Cyprus law, nor do they constitute an offer or advertisement of securities in Cyprus, they are not intended to be and must not be distributed via information distribution channels or to the public in Cyprus.

Neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer (whether in its preliminary or final form) has been registered or is intended to be registered and has not been submitted or is intended to be submitted for approval to the Cyprus Securities and Exchange Commission ("CySEC").

This announcement, the Tender Offer Memorandum and any other documents and materials relating to the Tender Offer may be distributed in Cyprus by a duly licensed investment firm or by a credit institution authorized under Directive 2013/36/EU or by a third-country firm providing investment services or performing investment activities through the establishment of a branch in Cyprus (collectively, the "Authorised Intermediaries"), permitted and authorised to provide investment services and conduct investment activities in Cyprus in accordance with the following enactments:

(a)        the Investment Services and Activities and Regulated Markets Law, No. 144 (I) of 2007, as amended from time to time (the "2007 Investment Services Law");

(b)        the Investment Services and Activities and Regulated Markets Law, No. 87(I)/2017, as amended from time to time (the "2017 Investment Services Law");

(c)        Regulation (EU) No. 600/2014 of the European Parliament and of the Council of May 15, 2014 on markets in financial instruments and amending Regulation (EU) No. 648/2012, as amended from time to time ("MiFIR"),

and only to professional clients in Cyprus as defined in the 2007 Investment Services Law and in the 2017 Investment Services Law.

Noteholders or beneficial owners of the Notes may tender their Notes in the Tender Offer through Authorised Intermediaries, permitted and authorised to conduct such activities in Cyprus in accordance and in compliance with the 2007 Investment Services Law, the 2017 Investment Services Law, MiFIR, the EU Prospectus Regulation, the Cyprus Prospectus Law and other applicable laws and regulations or any other applicable requirements imposed by CySEC and any other competent authority in Cyprus.

This announcement, the Tender Offer Memorandum and any other documents and materials relating to the Tender Offer may not be used for any invitation or solicitation purposes for or in connection with the sale, marketing, offering or acquisition of any securities in Cyprus in circumstances under which it is unlawful under Cyprus laws to make such an invitation or solicitation.

Please address any questions or concerns to:
Anastasiia Sobotiuk (Kyiv)

IR Director, ESG Compliance and Reporting                           [phone]

[e-mail]

Christakis Taoushanis (Cyprus)

Senior Independent Director                                                   [phone]

[e-mail]  

 

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