KUWAIT Projects Company (Holding) K.S.C.P Launch of Tender Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. NEITHER THE TENDER OFFER MEMORANDUM NOR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE TENDER OFFER MEMORANDUM OR ANY RELATED DOCUMENTS, AND IT MAY BE UNLAWFUL AND A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.

LONDON, Sept. 2, 2025 /PRNewswire/ -- KUWAIT Projects Company (Holding) K.S.C.P. ("KIPCO" and the  "Offeror") hereby announces that it is separately inviting Noteholders of the outstanding U.S.$500,000,000 4.229 per cent. Notes due 2026 (ISIN: XS2071383397) (the "2026 Notes")  and U.S.$500,000,000 4.500 per cent. Fixed Rate Notes due 2027 (ISIN: XS1567906059) (the "2027 Notes" and, together with the 2026 Notes, the "Notes") each issued by Kuwait Projects Co SPC Limited and irrevocably guaranteed by KIPCO, to tender their Notes for purchase by KIPCO for cash (such invitation being, in respect of each series of Notes, an "Offer" and together, the "Offers") on the terms and subject to the conditions set out in the Tender Offer Memorandum, including the Offer and Distribution Restrictions, dated 2 September 2025, and in the related Notice of Guaranteed Delivery.

Capitalised terms used in this announcement and not otherwise defined have the meanings given to them in the Tender Offer Memorandum, which is available, subject to eligibility confirmation and registration, on the Transaction Website (the "Transaction Website"): https://projects.sodali.com/kipco.

Introduction to and Rationale for the Offers

The purpose of the Offers is to optimise the debt structure of KIPCO and its subsidiaries.

Notes repurchased by KIPCO pursuant to the Offers will be cancelled and will not be re-issued or re-sold. Notes which have not been validly submitted and accepted for purchase pursuant to the Offers will remain outstanding.

Details of the Offers

Each Offer commences on 2 September 2025 and will expire at 11:00 New York City Time on 9 September 2025 (such date and time, as the same may be extended, the "Expiration Deadline").

Notes tendered may be withdrawn by holders at or prior to 11:00 New York City Time on 9 September 2025 (such date and time, as the same may be extended, the "Withdrawal Deadline") or at any time after the 60^th business day after the commencement of the relevant Offer if, for any reason, the relevant Offer has not been consummated by then but, except as otherwise provided, not thereafter.

KIPCO reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate either Offer and to amend or waive any of the terms and conditions of either Offer at any time following the announcement of the Offers, as described in the Tender Offer Memorandum, subject in each case to applicable laws

Purchase Consideration

Subject to the Minimum Denomination, the price payable per U.S.$1,000 in principal amount of the 2026 Notes will be U.S.$970.00 (the "2026 Purchase Price") and per U.S.$1,000 in principal amount of the 2027 Notes, U.S.$972.50 (the "2027 Purchase Price") (each a "Purchase Price").

In respect of any Notes accepted for purchase pursuant to the Offers, KIPCO will also pay an amount equal to any accrued and unpaid interest on the relevant Notes of each Series from, and including, the interest payment date for the Notes immediately preceding the Settlement Date up to, but excluding, the Settlement Date, which is expected to be 11 September 2025 (in respect of each series of Notes, the "Accrued Interest" and together with the relevant Purchase Price, the "Purchase Consideration").

Accrued Interest will cease to accrue on the Settlement Date, for all Notes tendered in the Offers, including those tendered through the Guaranteed Delivery Procedures.

No Pro Rata Scaling

If KIPCO decides to accept any validly tendered Notes for purchase pursuant to the Offers, KIPCO will accept for purchase any and all of the Notes that are validly tendered, with no pro rata scaling.

Guaranteed Delivery

If any Noteholder wishes to tender its Notes and such Noteholder cannot comply with the procedures of the relevant Clearing System to deliver a valid Tender Instruction to the Tender and Information Agent by the Expiration Deadline, such Noteholder must tender its Notes according to the Guaranteed Delivery Procedures.

Indicative Timetable

The above times and dates are subject to the right of KIPCO to extend, re-open, amend, withdraw and/or terminate the Offers (subject to applicable law and as provided in the Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which withdrawal is permitted) withdraw their instruction to participate in, the Offers before the deadlines specified above. The deadlines set by any such Intermediary and each Clearing System for the submission of Tender Instructions (or, where applicable, Notices of Guaranteed Delivery) will be earlier than the relevant deadlines specified above.

Further Information

A complete description of the terms and conditions of the Offers is set out in the Tender Offer Memorandum.

HSBC Bank plc, Kamco Investment Company K.S.C.P. and Standard Chartered Bank are acting as the dealer managers (the "Dealer Managers") for the Offers. Sodali & Co is acting as the Tender and Information Agent (the "Tender and Information Agent").

Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers as follows:

Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate and each Noteholder must make its own decision, based upon its own judgement and having obtained advice from such financial, accounting, legal and tax advisers as it may deem necessary, as to whether to tender any or all of its Notes for purchase pursuant to the Offers.

None of the Dealer Managers, the Tender and Information Agent or any of their respective directors, officers, employees, agents or affiliates makes any representation or recommendation whatsoever regarding the Offers, and none of the Offeror, the Dealer Managers, the Tender and Information Agent or their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offers contained in this announcement or in the Tender Offer Memorandum.

None of the Dealer Managers, the Tender and Information Agent, the Offeror or any of their respective directors, officers, employees, agents or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Managers, the Tender and Information Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Offeror to disclose information with regard to the Offeror or the Notes which is material in the context of the Offers and which is not otherwise publicly available.

None of the Dealer Managers, the Tender and Information Agent, the Offeror or any of their respective directors, officers, employees, agents or affiliates makes any representation or recommendation whatsoever regarding the Offers, or any recommendation as to whether Noteholders should tender Notes in the Offers.

Disclaimer

This announcement must be read in conjunction with the Tender Offer Memorandum. The Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

Offer and Distribution Restrictions

United Kingdom

The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). The Tender Offer Memorandum and any other document or material relating to an Offer have only been or shall only be distributed to the public in France to qualified investors (investisseurs qualifiés), as referred to in Article L.411-2 1 of the French Code monétaire et financier and defined in Article 2(e) of the Prospectus Regulation. The Tender Offer Memorandum and any other document or material relating to an Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Offers, the Tender Offer Memorandum or any other documents or materials relating to an Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Offers are being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuer's Regulation").

Holders or beneficial owners of the Notes resident and/or located in Italy can offer Notes for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and the Offers.

State of Kuwait

The Tender Offer Memorandum and any other documents or materials relating to the Offers are private, solely addressed to the Noteholders, confidential and are neither intended nor approved for general circulation in the State of Kuwait. The Offers do not constitute, and shall not be interpreted in any circumstance as, an offer or invitation to subscribe for, or purchase, any securities (regardless of nomenclature or type) in the State of Kuwait. The Offers shall not constitute, and shall not be interpreted in any circumstance as, an issuance or an offering of "Securities" (as defined in Law No. 7 of 2010 or the bylaws thereto, each as amended (the "Securities Regulations")) by KIPCO in the State of Kuwait.

The Dealer Managers, their agents and representatives have not been registered, licensed, or authorised to market, offer, distribute or sell securities in the State of Kuwait where it is unlawful to make such an offer or invitation without compliance with the registration, licensing or other legal requirements mandated by the Securities Regulations. While the Offers do not specifically target persons in the State of Kuwait, the Tender Offer Memorandum and any other documents or materials in relation thereto shall only be deemed available to persons in the State of Kuwait on a cross-border/offshore basis. Interested Noteholders in the State of Kuwait who solicit the Dealer Managers, their agents and representatives acknowledge the restrictions under the Securities Regulations. No services relating to the Offers, including the receipt of applications and/or the allotment of interests (regardless of nomenclature or type) shall be rendered and/or be considered to have been rendered within the State of Kuwait by the Dealer Managers, their agents and representatives.

The participation in the Offers as contemplated in the Tender Offer Memorandum by investors in the State of Kuwait is not governed by the laws of the State of Kuwait as all the related contractual instruments will be entered into, or deemed to have been entered into, outside the jurisdiction of the State of Kuwait. Investors from the State of Kuwait shall be precluded from the disclosure or distribution of any materials or information in relation to the Tender Offer Memorandum or the Offers to any other person in the State of Kuwait.

United Arab Emirates (excluding the Abu Dhabi Global Market and the Dubai International Financial Centre)

The Offers are not being made and will not be publicly promoted or advertised in the United Arab Emirates (excluding the Abu Dhabi Global Market and the Dubai International Financial Centre) other than in compliance with laws applicable in the United Arab Emirates governing the issue, offering and/or sale of securities.

Abu Dhabi Global Market

The Offers are not being made and may not be made to any person in the Abu Dhabi Global Market unless such offer is: (a) an "Exempt Offer" in accordance with the Markets Rules of the Abu Dhabi Global Market's Financial Services Regulatory Authority (the "FSRA"); (b) made only to persons who are Authorised Person or Recognised Bodies (as such terms are defined in the FSRA Financial Services and Markets Regulation 2015 ("FSMR")) or persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated; and (c) made only to persons who meet the Professional Client criteria set out in Rule 2.4.1 of the FSRA Conduct of Business Rules.

Dubai International Financial Centre

The Offers are not being made and may not be made to any person in the Dubai International Financial Centre unless such offer is: (i) an "Exempt Offer" in accordance with the Markets Rules (MKT) Module of the Dubai Financial Services Authority ("DFSA") rulebook; and (ii) made only to persons who meet the Professional Client criteria set out in Rule 2.3.3 of the Conduct of Business Module of the DFSA rulebook.

Kingdom of Bahrain

The Offers do not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the Central Bank of Bahrain and Financial Institutions Law 2006 (decree Law No. 64 of 2006) nor an offer under Module TMA (Take-overs, Mergers and Acquisitions) of Volume 6 of the Rulebook issued by the Central Bank of Bahrain. The Tender Offer Memorandum and related offering documents have not been and will not be filed nor registered as a prospectus with the Central Bank of Bahrain. Accordingly, no Notes can be tendered for purchase by, nor will the Tender Offer Memorandum or any other related document or material be used in connection with any offer, sale or invitation to tender Notes, whether directly or indirectly, to persons in the Kingdom of Bahrain, other than in compliance with Bahraini law.

Kingdom of Saudi Arabia

The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offers are only being made and an Offer will only be made or advertised in the Kingdom of Saudi Arabia, (i) to persons who have confirmed that they are "Institutional Clients" or "Qualified Clients" (each as defined in the "Rules on the Offer of Securities and Continuing Obligations" as issued by the Board of the Capital Market Authority of the Kingdom of Saudi Arabia (the "CMA") resolution number 3-123-2017 dated 9/04/1439H (corresponding to 27 December 2017), as amended (the "KSA Regulations")); or (ii) by way of a limited offer under Article 9 of the KSA Regulations or, as otherwise required or permitted by, the KSA Regulations. The Tender Offer Memorandum and the Offers shall not, therefore, constitute a "public offer", "exempt offer" or a "parallel market offer" pursuant to the KSA Regulations.

The Tender Offer Memorandum and the Offers are subject to restrictions on secondary market activity under the KSA Regulations. Accordingly, any investor in the Kingdom of Saudi Arabia or who is a Saudi person who has acquired Notes pursuant to a private placement under the KSA Regulations may not offer or sell those Notes to any person unless the offer or sale is made in compliance with the restrictions on secondary market activity under the KSA Regulations.

State of Qatar (including the Qatar Financial Centre)

The Offers are not being made and will not be publicly promoted or advertised in the State of Qatar (including the Qatar Financial Centre) other than in compliance with laws applicable in the State of Qatar (including the Qatar Financial Centre) governing the issue, offering and/or sale of securities.

Singapore

The Tender Offer Memorandum has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. The Offers do not constitute a public tender offer for the purchase of the Notes nor an offering of securities in Singapore pursuant to the Securities and Futures Act 2001 of Singapore.

Hong Kong

The Offers have not been made and will not be made in Hong Kong, by means of any document other than (i) to "professional investors" as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO") and any rules made under the SFO; or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) ("C(WUMP)O") or which do not constitute an offer to the public within the meaning of C(WUMP)O. Further, no person has issued or had in its possession for the purposes of issue or will issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Offers, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Offers which is or is intended to be made only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under the SFO. The Tender Offer Memorandum and any other documents or materials relating to the Offers and the information contained therein may not be used other than by the person to whom it is addressed and may not be reproduced in any form or transferred to any person in Hong Kong. The Offers are not intended to be made to the public in Hong Kong and it is not the intention of KIPCO that the Offers be made to the public in Hong Kong. 

General

None of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of KIPCO in such jurisdiction.

Each Noteholder participating in an Offer will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer from a Noteholder that is unable to make these representations will not be accepted.

Each of KIPCO, the Dealer Managers and the Tender and Information Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result KIPCO determines (for any reason) that such representation is not correct, such tender or submission may be rejected.

MAR

This announcement is released by Kuwait Projects Co SPC Limited and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, as amended (the "MAR"). For the purposes of MAR this announcement is made by Samer Khanachet, Deputy Group Chief Executive Officer on behalf of Kuwait Projects Co SPC Limited. 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF MAR. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT

[1] In addition to the Purchase Price, the Offeror will pay Holders whose Notes are accepted for purchase by the Offeror, Accrued Interest (as defined herein).

 

 

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SOURCE KUWAIT Projects Company (Holding) K.S.C.P.