Announcement of Tender Offer

EBN Finance Company B.V.

28 November 2025

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO TENDER OR SELL SECURITIES IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION IS UNLAWFUL. THE OFFER IS NOT BEING MADE, AND THIS ANNOUNCEMENT SHALL NOT BE DISTRIBUTED, IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION 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.

28 November 2025

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

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

COMMENCES A TENDER OFFER (THE "OFFER") IN RELATION TO THE OUTSTANDING PRINCIPAL AMOUNT OF U.S.$150,000,000 (AS AT THE DATE OF THIS ANNOUNCEMENT) OF THE U.S.$300,000,000 7.125 per cent. Senior Note Participation Notes due 2026 (Rule 144A ISIN: US26824MAB63; Reg S ISIN: XS2297197266) (the "Notes") issued by, but with limited recourse to, the Issuer for the sole 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 Offer

The Offer begins on 28 November 2025 and will expire at 5:00 p.m. (New York City time) on 29 December 2025, unless the Offer is extended or earlier terminated, as described herein (the "Expiration Deadline"). Holders must validly tender and not validly withdraw the Notes at or prior to 5:00 p.m. (New York City time) on 11 December 2025, unless extended or earlier terminated (the "Early Participation Deadline") to be eligible to receive the Tender Offer Consideration (as defined herein) for such Notes. Holders tendering Notes after the Early Participation Deadline and prior to the Expiration Deadline will be eligible to receive the Tender Offer Consideration (as defined herein) on the Final Settlement Date.

Pursuant to a tender offer memorandum dated 28 November 2025 (the "Memorandum"), the Issuer, at the request of the Bank, is inviting the holder of the Notes (the "Noteholders") to (subject to certain offer and distribution restrictions set out herein under "Offer and Distribution Restrictions") tender Notes held by it up to the outstanding aggregate principal amount of U.S.$150,000,000 (the "Offer").

The following table summarises key details of the Offer:

Description of the Notes	Outstanding Principal Amount1	Maturity Date	Tender Offer Consideration2	Amount subject to the Offer
U.S.$300,000,000 7.125 per cent. Senior Note Participation Notes due 2026 (Reg S ISIN: XS2297197266; Rule 144A ISIN: US26824MAB63;  Rule 144A CUSIP: 26824MAB6)	U.S.$150,000,000	16 February 2026	U.S.$1,000 per U.S.$1,000 in principal amount of Notes tendered at or prior to the Early Participation Deadline or the Expiration Deadline	Any and all

1      As at the date of this Announcement.

2      Noteholders will also receive accrued interest from the last interest payment date up to, but not including, as applicable, the Early Settlement Date or the Final Settlement Date (each as defined herein).

The Offer has been formulated by the Bank and is being proposed by the Issuer at the request of the Bank. None of the Dealer Manager, the Issuer or Tender Agent nor any of their affiliates has been involved in the formulation of the Offer and none of them accepts any responsibility or liability for the sufficiency or adequacy of the Offer or the legality, validity or enforceability of the Offer. None of the Dealer Manager, the Issuer, Tender Agent nor any of their affiliates makes any recommendation to Noteholders as to whether or not to tender or refrain from tendering Notes and/or to agree to the Offer.

Unless the context otherwise requires, capitalised terms used and not otherwise defined in this announcement have the meanings ascribed to them in the Memorandum, which is available, subject to eligibility confirmation and registration, on the Transaction Website: https://projects.sodali.com/ecobank.

Rationale for the Offer

On 18 November 2025, S&P Global Ratings lowered its long-term issuer rating on the Bank and the Notes to 'CC' from 'CCC-' with a negative outlook, reflecting an increased likelihood of default over the next six months.  Whilst the Bank had sought to assure holders of the Notes that it currently has, and expects to continue to have, the resources required to repay in full the outstanding principal and interest on the Notes at maturity, following a period of market volatility related to the Notes (see: https://www.londonstockexchange.com/news-article/ZO11/clarification-of-recent-rating-action-by-s-p/17340055), the Bank has elected to launch a tender offer to purchase the remaining balance of the Notes prior to the end of 2025.

The Offer will be funded entirely from the Bank's existing on-balance-sheet liquidity and provides all Noteholders with the option to tender their securities at par, together with Accrued Interest up to the Early Settlement Date or the Final Settlement Date (as the case may be). The Management of the Bank believes that providing holders with this option should give them assurance of both the Bank's capacity and commitment to meet its obligations fully under the Notes. Holders who elect to tender will be repaid six to eight weeks ahead of the original maturity (dependent on whether they elect to tender before the Early Participation Deadline or thereafter).

This tender follows the Bank's earlier liability-management exercise in July 2025, when it successfully repurchased 50% of its outstanding U.S.$300 million Eurobond, also funded entirely from its own liquidity resources. At that time, and in subsequent engagements, the Bank reiterated its intention to meet all its financial obligations as they fall due. Since then, Ecobank Nigeria's liquidity position has further strengthened, supported by improved operating performance, increased loan repayments and conversions, and a more favourable macroeconomic environment.

Tender Offer Consideration

Noteholders who validly tender their Notes at or prior to 5:00 p.m. (New York City time) on (i) 11 December 2025, unless the Offer is extended or earlier terminated, as described herein (the "Early Participation Deadline"), shall, to the extent their Notes are accepted for purchase, receive consideration of U.S.$1,000 per U.S.$1,000 in principal amount of Notes (the "Tender Offer Consideration"), together with Accrued Interest to the Early Settlement Date, for such Notes, and (ii) after the Early Participation Deadline but at or prior to 5:00 p.m. (New York City time) on 29 December 2025, unless the Offer is extended or earlier terminated, as described herein (the "Expiration Deadline"), shall, to the extent their Notes are accepted for purchase, receive the Tender Offer Consideration, together with Accrued Interest to the Final Settlement Date, for such Notes. The Bank expects the Early Settlement Date to occur on 16 December 2025 and the Final Settlement Date to occur on 31 December 2025.

Expected Timetable

The following table sets forth certain key dates for the Offer, as described in the Memorandum. The actual timetable may differ significantly from the expected timetable set out below. 

Noteholders holding Notes in the Clearing Systems should take steps to inform themselves of and to comply with the particular practice and policy of the relevant Clearing System. Noteholders who are not Direct Participants in the Clearing Systems should read carefully the provisions set out under "Procedures for Participating in the Offer" below.

Event	Date and Time
Commencement Date
Tender Offer announced. Tender Offer Memorandum available from the Tender Agent.	28 November 2025
Early Participation Deadline
Early deadline for Noteholders to deliver or procure delivery to the Tender Agent of Tender Instructions to be eligible to receive the Tender Offer Consideration and Accrued Interest on the Early Settlement Date.	5:00 p.m. (New York City time) on 11 December 2025
Announcement of results after the Early Participation Deadline	On or about 12 December 2025
Announcement of (i) the aggregate principal amount of validly tendered Notes accepted for purchase on or prior to the Early Participation Deadline and (ii) the date of the Early Settlement Date.
Early Settlement Date
Settlement in respect of the Tender Offer Consideration, together with Accrued Interest, in respect of any Notes accepted for purchase on or prior to the Early Participation Deadline.	On or about 16 December 2025
Expiration Deadline
Final deadline for Noteholders to deliver or procure delivery to the Tender Agent of Tender Instructions to be eligible to receive the Tender Offer Consideration and Accrued Interest on the Final Settlement Date.	5:00 p.m. (New York City time) on 29 December 2025
Announcement of results after the Expiration Deadline	30 December 2025
Announcement of (i) the aggregate principal amount of validly tendered Notes accepted for purchase after the Early Participation Deadline but on or prior to the Expiration Deadline and (ii) the date of the Final Settlement Date.
Final Settlement Date	On or about 31 December 2025
Settlement in respect of the Tender Offer Consideration, together with Accrued Interest, in respect of any Notes accepted for purchase after the Early Participation Deadline but on or prior to the Expiration Deadline.

Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other trustee through which they hold Notes whether such broker, dealer, bank, custodian, trust company or other trustee would require receipt of any notice or instructions prior to the deadlines set out above.

Procedures for Participating in the Offer

UNLESS NOTES BEING TENDERED ARE (I) IN RESPECT OF RESTRICTED NOTES, TRANSFERRED THROUGH DTC'S ATOP, FOLLOWING THE PROCEDURES SET FORTH BELOW, AND (II) IN RESPECT OF UNRESTRICTED NOTES, TRANSFERRED THROUGH A VALID TENDER INSTRUCTION IN THE FORM SPECIFIED IN THE CLEARING SYSTEM NOTICE, FOLLOWING THE PROCEDURES SET FORTH BELOW, IN EACH CASE, AT OR PRIOR TO THE EARLY PARTICIPATION DEADLINE OR THE EXPIRATION DEADLINE (AS THE CASE MAY BE), THE ISSUER WILL NOT ACCEPT THE TENDER.

Only registered Noteholders are authorised to tender Notes pursuant to the Tender Offer.  Accordingly, to properly tender Notes or cause Notes to be tendered, the below procedures must be followed.

Noteholders should note that they must allow sufficient time for compliance with the standard operating procedures of the Clearing Systems in order to ensure delivery of their Tender Instructions to the Tender Agent in advance of the Early Participation Deadline or Expiration Deadline, as applicable. For more information about how to participate in the Offer through the submission of Tender Instructions, Noteholders should read the "Procedures for Participating in the Offer" section of the Memorandum.

The Dealer Manager and Tender Agent

Any questions regarding the terms of the Offer may be directed to the Dealer Manager at the email address and telephone numbers specified below and any questions or requests for assistance in connection with the delivery of Tender Instructions and requests for additional copies of the Memorandum may be directed to the Tender Agent at the address and telephone numbers specified below:

The Financial Adviser and Dealer Manager is:

RENAISSANCE CAPITAL AFRICA

(RENAISSANCE SECURITIES (NIGERIA) LIMITED)

6th floor, East Tower

The Wings Office Complex

17A Ozumba Mbadiwe Avenue

Victoria Island

Lagos, Nigeria

Email: [e-mail]

Attention: Liability Management

Telephone:  [phone]

The Tender Agent is:

SODALI & CO LIMITED

Email:  [e-mail]

Transaction Website: https://projects.sodali.com/ecobank

In London: The Leadenhall Building, 122 Leadenhall Street London, EC3V 4AB	In Stamford: 333 Ludlow Street, 5th Floor South Tower, CT 06902 United States of America	In Hong Kong: 1401, 14/F 90 Connaught Road Central Sheung Wan Hong Kong
Telephone: [phone]	Telephone:  [phone]	Telephone:  [phone]

Offer and Distribution Restrictions

General

This announcement does not constitute an offer to purchase, or the solicitation of an offer to tender or sell 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 Noteholders originating from any jurisdiction in which such offer or solicitation is unlawful will not be accepted. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and either of the Dealer Manager or any of its respective affiliates (as defined in Rule 405 of the Securities Act) is such a licensed broker or dealer in any such jurisdiction, the Offer shall be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Issuer in such jurisdiction. The Offer is not being made, directly or indirectly, in any jurisdiction where to do so would impose any obligations on the Issuer or the Bank 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.  Neither the delivery of this announcement nor the delivery of the Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Bank since the date hereof, or that the information herein is correct as of any time subsequent to the date hereof.

Each Noteholder 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.  Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted.  Each of the Issuer, the Bank, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer or the Bank determines (for any reason) that such representation is not correct, such tender will not be accepted.

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 be communicated to (1) those persons who are existing members or creditors of the Issuer or other persons within Article 43(2) of the FSMA (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

Italy

None of the Tender Offer, this announcement, the Memorandum or any other document or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offer is being carried out in Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Tender Offer 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 Italian Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended from time to time) 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 the Notes or the Tender Offer or the Memorandum.

France

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France.  Neither this announcement, the Memorandum nor any other documentation or material relating to the Offer has been or shall be distributed to the public in France and only qualified investors (Investisseurs Qualifiés), with the exception of individuals, within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation") and in accordance with Articles L.411-1 and L.411-2 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offer.  This announcement and the Memorandum have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Disclaimers

This announcement must be read by Noteholders 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. Noteholders may obtain copies of the Memorandum and certain documents set out in the Memorandum from the Transaction Website of the Tender Agent at https://projects.sodali.com/ecobank.

None of the Issuer, the Bank, the Dealer Manager or the Tender Agent (or their respective directors, officers, employees, agents or affiliates) makes any representations or recommendations whatsoever regarding the Memorandum, or any document prepared in connection with it or the Offer.

Each Noteholder should take its own independent advice and is solely responsible for making its own independent appraisal of the Offer (including, without limitation, the tax consequences thereof for the Noteholder) as such Noteholder deems appropriate in evaluating, and each Noteholder must make its own decision.

None of the Issuer, the Bank, the Dealer Manager or the Tender Agent or any director, officer, employee, agent or affiliate of any such person, 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 Offer and accordingly none of the Issuer, the Bank, the Dealer Manager or the Tender Agent expresses any opinion about the terms of the Offer or makes any recommendation as to whether a Noteholder should tender or refrain from tendering Notes.

 

END