CPI Property Group launches tender offer

CPI Property Group said on 30 June 2026 that it has launched cash tender offers for two series of outstanding notes, while also planning a new euro-denominated senior notes issue as part of what it described as ongoing capital structure management.

The company is inviting holders of its EUR 600,000,000 7.000 per cent. Senior Unsecured Green Notes due 2029 and its GBP 400,000,000 4.000 per cent. Senior Notes due 2028 to tender those securities for purchase, subject to conditions set out in its tender offer memorandum dated 30 June 2026.

Two note series included

CPI Property Group said the 2029 notes, identified by ISIN XS2815976126, have EUR 174,790,000 currently outstanding. The 2028 notes, identified by ISIN XS2106589471, have GBP 329,816,000 currently outstanding.

The 2029 notes offer is on an "any and all" basis, meaning the company said it intends to buy all validly tendered 2029 notes, subject to satisfaction or waiver of what it called the New Financing Condition.

For the 2028 notes, the company said it intends to buy an aggregate nominal amount for which the total amount payable, including Accrued Interest and converted into euro at the Applicable Sterling/Euro Exchange Rate, will not exceed EUR 400,000,000 minus the total amount payable for all 2029 notes accepted for purchase, including Accrued Interest. The company said it retains the right to increase or decrease that amount.

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New debt issue tied to the offer

The company said it also intends to issue new euro-denominated senior notes, expected to be issued on or about 7 July 2026, subject to market conditions.

It said acceptance of notes tendered into the offers depends on the successful completion, in the company’s sole determination, of that new issue. The company referred to this as the New Financing Condition.

"The Offers are intended to continue the Company’s proactive capital structure management by extending the Company’s senior unsecured bond maturity profile", the announcement said.

"The Company intends to issue the New Notes, which are expected to be issued on or about 7 July 2026, subject to market conditions."

The company added that notes it buys under the offers will be cancelled and will not be re-issued or re-sold, while notes not validly offered and accepted will remain outstanding.

Purchase prices

For the 2029 notes, CPI Property Group set a Priority Notes Purchase Price of 107.15 per cent., equal to EUR 1,071.50 per EUR 1,000 in nominal amount, and a Tender Only Notes Purchase Price of 106.75 per cent., equal to EUR 1,067.50 per EUR 1,000.

For the 2028 notes, it set a Priority Notes Purchase Price of 97.75 per cent., equal to GBP 977.50 per GBP 1,000 in nominal amount, and a Tender Only Notes Purchase Price of 97.35 per cent., equal to GBP 973.50 per GBP 1,000.

The company said that, for each series, holders whose tenders qualify as priority tenders would receive a higher purchase price than those submitting tender-only instructions. For the 2028 notes, priority tenders would also receive priority of acceptance, subject to the Maximum Acceptance Amount and the New Financing Condition.

Use of proceeds

CPI Property Group said net proceeds from the planned new notes issuance are intended to be used to meet obligations connected with the offers and, if the company considers it appropriate, the optional redemption of its outstanding EUR 750,000,000 1.625 per cent. Senior Notes due 2027 via the make whole call option. It also said proceeds could be used to refinance or repay other debt and/or for general corporate purposes.

The company said all of those notes are Green Bonds, and that the New Notes are intended to be issued as European Green Bonds. It said an amount equivalent to the net proceeds would be allocated in accordance with Regulation (EU) 2023/2631, the completed European Green Bond Factsheet and the related Pre-Issuance Review Report.

Timeline

The offers began on 30 June 2026 and are scheduled to end at 16:00 (London time) on 7 July 2026, unless extended.

CPI Property Group said the pricing and allocation of the New Notes is expected to take place before the Expiration Deadline. It expects to announce the results of the offers and the Applicable Sterling/Euro Exchange Rate as soon as reasonably practicable on 8 July 2026. The settlement date for the offers is expected to be 10 July 2026.

Conditions and restrictions

The company said it is not obligated to accept any notes tendered in the offers and that acceptance remains at its sole and absolute discretion.

"The Company is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers", the announcement said.

It also said the New Notes are not being offered or sold in the United States.

"The New Notes are not being, and will not be, offered or sold in the United States", the announcement said.

CPI Property Group further stated: "Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction."

The announcement also said: "No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities."

In a separate statement on the nature of the disclosure, the company said: "THE ANNOUNCEMENT REPRODUCED BELOW CONTAINS INFORMATION THAT QUALIFIED AND WAS ALREADY PUBLISHED THROUGH THE REQUIRED CHANNELS AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED. THIS ANNOUNCEMENT REPRESENTS VOLUNTARY PUBLICATION OF THE SAME INFORMATION VIA EQS."

It also said: "NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT."

At the end of the announcement, CPI Property Group said it was releasing information that qualified as inside information under market abuse rules and said the disclosure was made by David Greenbaum, Chief Executive Officer at CPI Property Group.

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