EQS-News: CPI PROPERTY GROUP
/ Key word(s): Tender Offer
Tender Offer Launch Announcement 29.01.2026 / 09:53 CET/CESTThe issuer is solely responsible for the content of this announcement.
THE ANNOUNCEMENT REPRODUCED BELOW CONTAINS INFORMATION THAT QUALIFIED AND WAS ALREADY PUBLISHED THROUGH THE REQUIRED CHANNELS AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED. THIS ANNOUNCEMENT REPRESENTS VOLUNTARY PUBLICATION OF THE SAME INFORMATION VIA EQS.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
CPI Property Group (the "Company") today announces the invitation to holders (subject to the "Offer and Distribution Restrictions" (as described below)) of (A) its outstanding (i) EUR 750,000,000 2.875 per cent. Senior Notes due 23 April 2027 (ISIN: XS2069407786) (of which EUR 317,059,000 is currently outstanding) (the "2027 Notes") to tender the 2027 Notes for purchase by the Company for cash (the "2027 Notes Offer"); (ii) GBP 400,000,000 4.000 per cent. Senior Notes due 22 January 2028 (ISIN: XS2106589471) (of which GBP 329,816,000 is currently outstanding) (the "2028 Notes") to tender the 2028 Notes for purchase by the Company for cash (the "2028 Notes Offer"); and (iii) EUR 600,000,000 7.000 per cent. Senior Unsecured Green Notes due 7 May 2029 (ISIN: XS2815976126) (of which EUR 420,000,000 is currently outstanding) (the "2029 Notes") to tender the 2029 Notes for purchase by the Company for cash (the "2029 Notes Offer") and (B) the outstanding EUR 500,000,000 2.500 per cent. Notes due 15 October 2027 issued by CPI Europe AG (formerly Immofinanz AG) (ISIN: XS2243564478) (of which EUR 108,200,000 is currently outstanding) (the "CPIE Notes" and, together with the 2027 Notes, 2028 Notes and 2029 Notes, the "Notes") to tender the CPIE Notes for purchase by the Company for cash (the "CPIE Notes Offer" and, together with the 2027 Notes Offer, the 2028 Notes Offer and the 2029 Notes Offer, the "Offers" and each an "Offer") in an aggregate nominal amount (converted into the Euro Equivalent, where applicable) of no more than the Maximum Acceptance Amount, subject to the right of the Company to increase or decrease such amount, subject to the satisfaction of the New Financing Condition (as defined below) and as otherwise set out herein.
The Company also intends to issue new sterling-denominated senior notes expected to be issued by the Company on or about 5 February 2026 (the "New Notes"), subject to market conditions. Whether the Company will accept for purchase Notes validly tendered pursuant to the Offers is subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the "New Financing Condition").
The Offers are being made on the terms and subject to the conditions set out in the tender offer memorandum dated 29 January 2026 (the "Tender Offer Memorandum") and are subject to the "Offer and Distribution Restrictions" set out below.
Subject to applicable law, the Company reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offers and to amend or waive any of the terms and conditions of any Offer (including the New Financing Condition) at any time before any unconditional acceptance by the Company of the Notes tendered for purchase in an Offer as described in the section "Amendment and Termination" of the Tender Offer Memorandum, including with respect to any Tender Instructions already submitted as of the time of any such extension, re-opening, withdrawal, termination, amendment or waiver.
Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.
The table below sets forth certain information relating to the Notes:
The Offers are intended to continue the Company's proactive capital structure management by extending the Company's senior unsecured bond maturity profile. The Company intends to issue the New Notes, which are expected to be issued on or about 5 February 2026, subject to market conditions. Whether the Company will accept for purchase Notes validly tendered pursuant to the Offers are subject, without limitation, to the New Financing Condition. The net proceeds from the issuance of the New Notes (alongside potential use of available cash on balance sheet, at the Company's sole discretion), will be used for purchasing the Notes in the Offers and/or other outstanding debt.