EQS-Ad-hoc: Tirlán Co-operative Society Limited / Key word(s): Tender Offer NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES"), TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
1 October 2025
TIRLÁN CO-OPERATIVE SOCIETY LIMITED ANNOUNCES RESULTS OF ITS INVITATION TO PURCHASE ITS OUTSTANDING €250M 1.875% SECURED EXCHANGEABLE BONDS DUE 27 JANUARY 2027
Further to its announcement dated 30 September 2025 (the "Initial Announcement"), Tirlán Co-operative Society Limited ("Tirlán") announces the final results of its invitation to the holders of its outstanding €250,000,000 1.875 per cent. Secured Exchangeable Bonds due 27 January 2027 (ISIN: XS2436579978) (the "Bonds") to offer to sell any and all of their Bonds to Tirlán for cash at the Repurchase Price (as defined below) by way of a reverse bookbuilding process (the "Invitation"). The Invitation closed at 4.30 p.m. (London time) today. Terms used, but not defined herein, shall have the meaning given to them in the Initial Announcement.
Tirlán hereby announces that it has accepted for purchase EUR 245,400,000 in aggregate principal amount of the Bonds pursuant to the Invitation, which represent approximately 98.2% of the aggregate principal amount of the Bonds originally issued.
The repurchase price was set at EUR 105,000 per EUR 100,000 in principal amount of the Bonds (the "Repurchase Price"). In addition, Tirlán will pay accrued and unpaid interest up to (but excluding) the Settlement Date.
Settlement of the repurchases pursuant to the Invitation is expected to occur on 8 October 2025 (the "Settlement Date"). Bonds accepted for purchase will be settled on a delivery-versus-payment basis with HSBC Continental Europe (as the settlement agent) on the Settlement Date.
Tirlán reserves the right not to proceed with the Repurchase if the settlement of the Equity Placement, as announced in the Initial Announcement, does not take place (the "Settlement Condition").
Any Bonds repurchased by Tirlán in connection with the Invitation will be cancelled thereafter in accordance with the terms and conditions of the Bonds.
Following cancellation of the Bonds repurchased by Tirlán pursuant to the Invitation, EUR 4.6 million in aggregate principal amount of the Bonds will remain outstanding. Considering that following the Settlement Date, the aggregate principal amount of the Bonds outstanding and held by persons other than Tirlán and its subsidiaries is expected to be equal to or less than 15% of the aggregate principal amount of Bonds originally issued, holders of the Bonds are reminded that the Purchaser intends, pursuant to the terms and conditions of the Bonds, subject to providing not less than 30 nor more than 45 days' notice, to early redeem all of the outstanding Bonds at their principal amount together with accrued and unpaid interest thereon up to (but excluding) the date of such redemption.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by Tirlán, the Dealer Managers and the Settlement Agent to inform themselves about and to observe any such restrictions. This announcement does not constitute an offer to buy or the solicitation of an offer to sell Bonds in any circumstances in which such offer or solicitation is unlawful.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (INCLUDING AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("MAR"). FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055 (INCLUDING AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018), THIS ANNOUNCEMENT IS MADE BY ERIKA MURPHY, GENERAL COUNSEL.
End of Inside Information 01-Oct-2025 GMT/BST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | Tirlán Co-operative Society Limited |
| Abbey Quarter | |
| R95 DXR1 Kilkenny | |
| Ireland | |
| Phone: | +353862500205 |
| E-mail: | gordonmurphy@tirlan.ie |
| Internet: | www.tirlan.com |
| ISIN: | XS2436579978 |
| WKN: | A3K1FZ |
| Listed: | Regulated Unofficial Market in Frankfurt |
| EQS News ID: | 2207120 |
| End of Announcement | EQS News Service |
2207120 01-Oct-2025 GMT/BST
