#Netherlands #Amsterdam #cash tender offers #Prosus N.V. #Notes Due 2027

Prosus N.V. Announces Cash Tender Offers for Notes Due 2027

On July 6, 2026, Prosus N.V., a limited liability public company based in Amsterdam, Netherlands, disclosed its intention to launch cash tender offers for its notable debt instruments. Specifically, the company is looking to repurchase its outstanding 4.850% Notes due 2027, referred to as the "Any and All Notes". This offer is open to all holders who submit their notes before the expiration date.

In addition to the Any and All Notes, Prosus N.V. plans to engage in a capped tender offer for its 3.257% Senior Notes, which are also due in 2027. The terms for this offer set a Capped Maximum Amount equivalent to the proposed aggregate principal of a new notes offering minus $614,146,000. This strategic approach is designed to effectively manage the company's debt portfolio and improve the overall maturity profile of its debt obligations.

Details on the Tender Offers

The two structured offers include:
1. Any and All Tender Offer for the 4.850% Notes:
- Principal Amount Outstanding: $614,146,000
- Maturity Date: July 6, 2027
- Fixed Spread: 50 bps over the U.S. Treasury reference securities.

2. Capped Tender Offer for the 3.257% Notes:
- Principal Amount Outstanding: $1,000,000,000
- Maturity Date: January 19, 2027
- Total Consideration: $994.50 per $1,000 principal amount.

Purpose of the Offers

The motive behind these offers is to extend the average maturity profile of the company’s existing debt and to proactively manage its liabilities. Holding its current debt instruments may lead to higher redemption costs if rates increase; therefore, the company intends to take advantage of market conditions for these buyback offers.

Each holder who validly tenders their notes will additionally receive accrued interest up until the settlement date. This is crucial as it impacts the overall yield for investors, effectively presenting a more attractive package for engaging in the tender process.

Important Dates and Conditions

Prosus has outlined an indicative timetable for these transactions, including:

• - Launch Date: July 6, 2026
• - Expiration Date: July 14, 2026, by 5:00 PM (New York City time)
• - Results Announcement: Expected on July 15, 2026, providing the details on valid tenders received.
• - Settlement Date: Anticipated to occur on July 16, 2026, for the payments of the total consideration.

Each offer is subject to certain conditions and factors that the company reserves the right to amend at its discretion. This level of flexibility allows Prosus to optimize its approach based on market responses and investor interest.

Conclusion

Prosus N.V.'s recent announcement regarding its cash tender offers reflects a strategic move designed not only to engage its noteholders but also to strengthen its financial position. By taking proactive steps in managing its debt, the company aims to maintain its operational flexibility and ensure sustainable growth moving forward. Investors and stakeholders are encouraged to closely monitor the developments surrounding these offers and evaluate the opportunities they present.

For further details about the offers, interested holders are advised to consult the official Offer to Purchase document available on the company’s website and consider engaging with designated Dealer Managers for professional guidance.