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 MEMORANDUM.
12 December 2025
EBN FINANCE COMPANY B.V. AND ECOBANK NIGERIA LIMITED ANNOUNCE RESULTS OF THE 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 28 November 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 Notes held by it up to the outstanding aggregate principal amount of U.S.$150,000,000 (the "Offer").
The Offer was made on the terms and subject to the conditions set forth in the tender offer memorandum dated 28 November 2025 (the "Memorandum"), which is available, subject to eligibility confirmation and registration, on the Transaction Website: https://projects.sodali.com/ecobank.
Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Memorandum.
Early Results of the Tender Offer
The early deadline to receive Tender Offer Consideration expired at 5:00 p.m., New York time, on 11 December 2025 (the "Early Participation Deadline").
As at the Early Participation Deadline, the Issuer received the following valid tenders under the Offer which had not been validly withdrawn:
| Description of the Notes | Principal Amount tendered prior to Early Participation Deadline | Principal Amount accepted for purchase | Total Consideration per U.S.$1,000 principal amount of Notes tendered prior to Early Participation Deadline and accepted for purchase1 | Principal Amount of Notes outstanding following the Early Settlement |
| 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.$71,105,000 | U.S.$71,105,000 | U.S.$1,000.00 | U.S.$78,895,000 |
1 Noteholders will also receive accrued interest from the last interest payment date up to but not including the Early Settlement Date.
The Issuer (on the instructions of the Bank) accepts for purchase all Notes validly tendered at or prior to the Early Participation Deadline.
Early Settlement
The Early Settlement Date in respect of the Notes accepted for purchase at or prior to the Early Participation Deadline is expected to be on or about 16 December 2025.
On the Early Settlement Date, the Issuer expects to pay the Tender Offer Consideration to the holders of the Notes tendered and accepted for purchase at or before the Early Participation Deadline plus accrued and unpaid interest on such Notes up to but excluding the Early Settlement Date.
The Offer will expire at 5:00 p.m. (New York City time) on 29 December 2025 (the "Expiration Deadline"), unless, at the sole discretion of the Issuer, is terminated, extended, modified or waived, subject to applicable laws and as provided in the Memorandum.
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: Liability_management@rencapafrica.com
Attention: Liability Management
Telephone: +44 7940766996; +234 706 406 4488
The Tender Agent in respect of the Offer is:
Sodali & Co Limited
Email: ecobank@investor.sodali.com
Transaction Website: https://projects.sodali.com/ecobank
| In London: London, EC3V 4AB | In Stamford: 333 Ludlow Street, 5th Floor South Tower, CT 06902 United States of America | In Hong Kong: 90 Connaught Road Central Sheung Wan Hong Kong |
| | | |
| Telephone: +44 20 4513 6933 | Telephone: +1 203 658 9457 | Telephone: +852 2319 4130 |
This announcement is made by:
ECOBANK NIGERIA LIMITED
Plot 21
Ahmadu Bello Way
Victoria Island
Nigeria
EBN FINANCE COMPANY B.V.
Bavincklaan 7
1183 AT, Amstelveen
The 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 Tender Agent or its respective affiliates, directors, officers, employees and agents have separately verified the information contained in the Memorandum and none of the Tender Agent or its 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 Tender Agent is the agent of the Issuer and the Bank and owes no duty to any Holder.
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