EQS-Ad-hoc: Hestia Financing S.à r.l. / Key word(s): Miscellaneous
Hestia Financing S.à r.l.: Notice of Call Option and Redemption
15-Jul-2025 / 13:00 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS News – a service of EQS
Group.
The issuer is solely responsible for the content of this announcement.
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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: [1][email protected]
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
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15-Jul-2025 CET/CEST News transmitted by EQS Group. www.eqs.com
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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
https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=2169944&application_name=news&site_id=apa_ots_austria~~
References
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