#United States #New York #Cash Offer #Sustainability Notes #Ecobank

Ecobank Transnational Incorporated Cash Tender Offer

Ecobank Transnational Incorporated (ETI) has recently announced a proactive cash tender offer designed for eligible holders of its outstanding U.S.$350,000,000 Fixed Rate Reset Tier 2 Sustainability Notes due in 2031. This strategic initiative aims to manage its regulatory capital structure and emerging funding requirements effectively.

Details of the Offer

The tender offer invites noteholders to submit any and all of their Notes for purchase by Ecobank, ensuring they adhere to the terms and conditions laid out in the tender offer memorandum released on May 7, 2026. The offer will remain open until 5:00 PM (New York City time) on May 15, 2026, unless it is extended or withdrawn at ETI's discretion.

Notes Information:

• - Principal Amount Outstanding: U.S.$350,000,000
• - Purchase Price: U.S.$1,000 for every U.S.$1,000 of principal notes offered
• - CUSIP/ISIN: 27889PAB9 / US27889PAB94 / XS2348420303

To facilitate the process further, all relevant documentation will be accessible on a specific transaction website tailored for noteholders, conditional upon their eligibility and registration.

Rationale for the Offer

The primary reason behind this tender offer reflects ETI's intent to streamline its capital structure while concurrently issuing new notes. Subject to market conditions, ETI plans a new U.S.-denominated fixed-rate reset Tier 2 offering. Acceptance of any notes tendered is conditional on the successful pricing of these new notes, a requirement that could influence the overall financing strategy of ETI.

Tender Consideration

Those eligible noteholders who have tender notes for the offer will see a tender consideration equivalent to the principal amount of notes tendered, supplemented by accrued interest up to the settlement date. Notes purchased within this process will be canceled and will not be reissued. Remaining notes that aren’t accepted in the tender will continue to exist post the tender offer settlement date.

New Financing Condition

The condition concerning the new notes is critical. ETI has emphasized that even if the pricing condition of the new notes is satisfied, there is no obligation to accept any notes submitted via the tender offer. Furthermore, noteholders aiming for new notes along with their tendered notes may gain a priority allocation, depending on their status within the offer. This strategy aims to reward active participation in the tender process.

Timeline for Tender Offer

The following schedule outlines key dates regarding the tender offer:
1. May 7, 2026: Offer commences.
2. May 15, 2026 (5:00 PM NYC Time): Expiration and withdrawal deadline for tender instructions.
3. May 18, 2026: Announcement of offer results, including whether the new financing condition has been satisfied.
4. May 19, 2026: Deadline for guaranteed delivery, ensuring all procedure requirements and documentation are met for successful participation.
5. Expected May 19-21, 2026: Payment of purchase price and accruing interest for accepted notes on settlement dates.

Conclusion

ETI's launch of this tender offer represents a calculated effort to optimize its financial structure while providing noteholders an opportunity to respond positively to the market's evolving demands. For those interested, access to the tender offer memorandum and additional details is made readily available through the transaction website. Potential participants in the offer are advised to act promptly, given the anticipated timeline and procedural requirements for participation.

For any further inquiries or specific guidance, participating parties should contact the Dealer Managers or the Information and Tender Agent as specified in the announcement.