EQS-Ad-hoc: Hestia Financing S.à r.l. / Key word(s): Miscellaneous THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE NOTEHOLDERS.THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY. If you have recently sold or otherwise transferred your entire holding(s) of the Notes referred to below, you should immediately forward this notice to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (AS AMENDED) ("EU MAR") AND REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM, AS AMENDED ("UK MAR" AND, TOGETHER WITH EU MAR, "EU/UK MAR"). HESTIA FINANCING S.À R.L. (a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg with registered office at 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B254874) (the "Issuer") Notice of Call Option and Redemption in respect of the outstanding €475,000,000 Notes due 31 December 2066 (ISIN: XS2409267254) (the "Senior Notes") and the outstanding €1,725,000,000 Junior Notes due 31 December 2066 (ISIN: XS2409266876) (the "Junior Notes", together with the Senior Notes, the "Notes") This announcement is released by the Issuer and may contain inside information for the purposes of Article 7 of EU/UK MAR, encompassing information relating to the Notes described above. For the purposes of EU/UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, including as it forms part of domestic law in the UK, this announcement is made by the Managers of the Issuer. We refer to the (i) Subscription Agreement dated 9 December 2021 between, among others, the Issuer, CBRE Loan Services Limited as the Agent and Citibank Europe PLC as the Security Trustee as may be amended, restated and/or supplemented from time to time (the "Subscription Agreement") and the terms and conditions of the Senior Notes (the "Conditions"); and (ii) the Junior Note Subscription Agreement dated 9 December 2021 between, among others, the Issuer, Oxalis Holding S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg having its registered address at 2, rue du Fossé, L-1536, Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) under number B210797 ("Oxalis") as the Junior Note Subscriber and CBRE Loan Services Limited as the Agent, as amended, restated and/or supplemented from time to time (the "Junior Note Subscription Agreement") and the terms and conditions of the Junior Notes (the "Junior Note Conditions"). Capitalised terms used but not otherwise defined herein shall have the meanings given to such terms in the Subscription Agreement. The Issuer hereby announces that it has received a notice from Oxalis (being the holder of at least 50 per cent. of the Junior Notes) notifying that it shall exercise its Call Option pursuant to the Subscription Agreement, and as a result, on the Interest Payment Date falling on 21 July 2025 (the "Call Option Date"), the Issuer will redeem in full the Senior Notes in accordance with Clause 8.7 (Junior Noteholder Call Option) of the Subscription Agreement and the Junior Notes in accordance with Junior Note Condition 5.1 (Early redemption at Issuer's option). Payments on the Call Option Date to the holders of the Senior Notes will be made in accordance with the Conditions and the Subscription Agreement and, as per the agreement with the holders of the Junior Notes, the Junior Notes will be redeemed for no cash payment on the Call Option Date. The Issuer has requested the Vienna Stock Exchange to cancel the listing of all outstanding Notes on the Call Option Date.
For further information, please contact the Issuer at the address below. Hestia Financing S.à r.l. 28, Boulevard F.W. Raiffeisen, L - 2411 Luxembourg Grand Duchy of Luxembourg Attention: the Board of Managers Email: hestia@cscgfm.lu
This notice does not constitute an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities in any jurisdiction. No person has been authorised to give information, or to make any representation in connection therewith, other than as contained herein. The delivery of this notice at any time does not imply that the information in it is correct as at any time subsequent to its date.
This notice is given by: HESTIA FINANCING S.À R.L. Dated 14 July 2025
End of Inside Information 15-Jul-2025 CET/CEST News transmitted by EQS Group. www.eqs.com |
| Language: | English |
| Company: | Hestia Financing S.à r.l. |
| 28, Boulevard F.W. Raiffeisen | |
| L-2411 Luxembourg | |
| Luxemburg | |
| ISIN: | XS2409267254 |
| Listed: | Vienna Stock Exchange (Vienna MTF) |
| EQS News ID: | 2169944 |
| End of Announcement | EQS News Service |
2169944 15-Jul-2025 CET/CEST
