7th Jul 2025 11:53
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM.
7 July 2025
EBN FINANCE COMPANY B.V. AND ECOBANK NIGERIA LIMITED ANNOUNCE RESULTS OF THE MEETING AND TENDER OFFER TO THE HOLDERS OF THE OUTSTANDING U.S.$300,000,000 7.125% SENIOR NOTE PARTICIPATION Notes due 2026 (ISIN (REG S): XS2297197266; ISIN (RULE 144A): US26824MAB63; CUSIP (RULE 144A): 26824MAB6) 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% SENIOR NOTE DUE 2026 ISSUED BY THE BANK.
On 3 June 2025, EBN FINANCE COMPANY B.V. (the "Issuer") and ECOBANK NIGERIA LIMITED (the "Bank") announced their invitation to each holder (a "Holder") (subject to certain offer and distribution restrictions referred to below) of the Issuer's outstanding U.S.$300,000,000 7.125% Senior Note Participation Notes due 2026 (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% Senior Note due 2026 (the "Senior Note") issued by the Bank, to tender such Notes up to the Maximum Acceptance Amount (the "Tender Offer") and to concurrently consent to the Proposal (the "Consent Solicitation" and together with the Tender Offer, the "Offer") as more fully set out in the Extraordinary Resolution.
The Offer was made on the terms and subject to the conditions set forth in the Tender Offer and Consent Solicitation Memorandum dated 3 June 2025 (the "Memorandum").
Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Memorandum.
The Issuer and the Bank hereby give notice to Holders that the Extraordinary Resolution in respect of the Notes set out in the Notice of Meeting dated 3 June 2025 was duly passed at the Meeting held today. The Amendment to the Senior Note dated 7 July 2025 has been signed as a deed by the Bank and the amendment contemplated therein has been implemented effective today.
As of the Expiration Deadline, being 5:00 p.m. (New York City time) on 2 July 2025, the Issuer and the Bank had received valid Tender Instructions and Voting Instructions in favour of the Proposal (without Notes being tendered) in respect of the Notes as set out below:
Description of the Notes | Outstanding Principal Amount | Tender Instructions Received (in principal amount of Notes) | Percentage of the Outstanding Notes Tendered | Additional Voting Instructions Received in Favour of the Proposal (in principal amount of Notes) | Total Instructions received in Favour of the Proposal (in principal amount of Notes) | Percentage of the Outstanding Notes in respect of which Instructions in Favour of the Proposal have been Received |
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.$300,000,000 | U.S.$232,748,000 | 77.58% | U.S.$15,215,000 | U.S.$247,963,000 | 82.65% |
The Issuer (on the instructions of the Bank) accepts for purchase Notes validly tendered as of the Early Participation Deadline up to the Maximum Acceptance Amount with a proration factor of 62.9910%. For those Tender Instructions which, as a result of proration resulted in less than the minimum denomination of U.S.$200,000 being accepted for purchase from a Noteholder or returned to a Noteholder, the Issuer (or the Bank on behalf of the Issuer) has chosen to accept the relevant Tender Instruction in its entirety.
All tendered Notes which have not been accepted for purchase due to proration will be returned or credited to the relevant Noteholder's account on the Settlement Date. The Issuer did not accept for purchase any Notes tendered after the Early Participation Deadline but at or prior to the Expiration Deadline. The Issuer will also pay the Early Consent Fee for (i) Notes in respect of which valid Voting Instructions in favour of the Proposal were delivered at or prior to the Early Participation Deadline or (ii) Notes validly tendered at or prior to the Early Participation Deadline but which were not purchased pursuant to the Tender Offer as a result of proration, on the Settlement Date as set out below.
Description of the Notes | Principal Amount tendered prior to Early Participation Deadline | Principal Amount accepted for purchase | Proration Factor | Total Consideration per U.S.$1,000 principal amount of Notes tendered prior to Early Participation Deadline and accepted for purchase | Principal Amount tendered prior to Early Participation Deadline and not accepted for purchase due to proration in respect of which the Early Consent Fee is payable | Additional Voting Instructions Received in Favour of the Proposal prior to Early Participation Deadline (in principal amount of Notes) | Early Consent Fee per U.S.$1,000 principal amount of Notes |
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.$231,320,000 | U.S.$150,000,000 | 62.9910% | U.S.$1,012.50 | U.S.$81,320,000 | U.S.$15,215,000 | U.S.$2.50 |
The Issuer will pay the Accrued Interest in addition to the Total Consideration for all Notes validly tendered and accepted for purchase pursuant to the Tender Offer. The Settlement Date is expected to occur on 8 July 2025. All Notes purchased by the Issuer in the Tender Offer will be delivered to the Registrar for cancellation.
The Financial Adviser and Dealer Manager in respect of the Offer 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: [email protected]
Attention: Liability Management
Telephone: +44 7940766996; +234 706 406 4488
The Information, Tabulation and Tender Agent in respect of the Offer is:
Sodali & Co Limited
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: 29/F, No. 28 Stanley Street Central, Hong Kong |
Telephone: +44 20 4513 6933 | Telephone: +1 203 658 9457 | Telephone: +852 2319 4130 |
Email: [email protected]
Transaction Website: https://projects.sodali.com/ecobank
This announcement is made by:
ECOBANK NIGERIA LIMITED Plot 21
Ahmadu Bello Way
Victoria Island
Nigeria
EBN FINANCE COMPANY B.V.
Bavincklaan 71183 AT, AmstelveenThe 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.
DISCLAIMER
This announcement must be read in conjunction with the Memorandum. This announcement and the Memorandum contain important information which should be read carefully. If you are in any doubt as to the contents of this announcement or the Memorandum, 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. This announcement is for informational purposes only.
None of the Information, Tabulation and Tender Agent or the Trustee (or their respective affiliates, directors, officers, employees and agents) have separately verified the information contained in the Memorandum and none of the Information, Tabulation and Tender Agent or the Trustee, their affiliates or their respective directors, officers, employees or agents makes any representations, warranties, undertakings or recommendations whatsoever (express or implied) regarding this announcement, the Memorandum or the Offer and none of such persons accepts any liability or responsibility as to the accuracy or completeness of the information contained in this announcement, the Memorandum or any other information provided by the Issuer or the Bank in connection with or in relation to the Offer or any failure by the Issuer or the Bank to disclose material information with regard to the Issuer, the Bank or the Offer. The Information, Tabulation and Tender Agent is the agent of the Issuer and the Bank and owes no duty to any Holder.
Related Shares:
Ebn Fin 26 S