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ISS - Project Pamplona - Tender Indicative Results Press Release (VGP) (ENG)_04632806.pdf

Company: VGP NV Date: 2025-04-02 Language: English Register to download
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# **VGP NV announces indicative results of its cash tender offer**

**NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS PRESS RELEASE (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).**

### **THIS PRESS RELEASE RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED.**

**2 April 2025, (8.45 a.m. CEST), Antwerp, Belgium***:* Today, VGP NV, the pan-European owner, manager and developer of high quality logistics and semi-industrial properties as well as a provider of renewable energy solutions, ("**VGP**" and the "**Offeror**") announces the indicative results of its capped tender offer (the "**Offer**") for its outstanding EUR 500,000,000 1.625 per cent. fixed rate green bonds due 17 January 2027 (ISIN: BE6332786449) (the "**2027 Bonds**") and EUR 600,000,000 1.50 per cent. fixed rate green bonds due 8 April 2029 (ISIN: BE6327721237) (the "**2029 Bonds**" and together with the 2027 Bonds, the "**Bonds**") for cash up to the Maximum Acceptance Amounts (as defined in the Tender Offer Memorandum (as defined below)).

The Offer was announced on 25 March 2025 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 March 2025 (the "**Tender Offer Memorandum**").

VGP announces that the indicative Series Acceptance Amounts are EUR 179,900,000 in aggregate principal amount for the 2027 Bonds and EUR 20,100,000 in aggregate principal amount for the 2029 Bonds. Furthermore, VGP announces that the Final Acceptance Amount is expected to be set at EUR 200,000,000. Bondholders can find more information in the tender indicative results announcement which is available on the website of VGP at <https://www.vgpparks.eu/en/investors/financial-debt/> (the "**Tender Indicative Results Announcement**"). Bondholders should note that this is a non-binding indication of the level at which the Offeror expects to set the Final Acceptance Amount and the Series Acceptance Amounts and that this is subject to change as described in the Tender Indicative Results Announcement.

## **ABOUT VGP**

VGP is a pan-European owner, manager and developer of high-quality logistics and semi-industrial properties as well as a provider of renewable energy solutions. VGP has a fully integrated business model with extensive expertise and many years of experience along the entire value chain. VGP was founded in 1998 as a family-owned Belgian property developer in the Czech Republic and today operates with a staff of circa 380 FTEs in 18 European countries directly and through several 50:50 joint ventures. As of December 2024, the Gross Asset Value of VGP, including the joint ventures at 100%, amounted to € 7.8 billion and the company had a Net Asset Value (EPRA NTA) of € 2.4 billion. VGP is listed on Euronext Brussels (ISIN: BE0003878957). For more information, please visit: [https://www.vgpparks.eu/en/.](https://www.vgpparks.eu/en/)

#### PRESS RELEASE **Regulated Information\* Public disclosure of inside information**

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## **DISCLAIMER**

Capitalised terms used but not otherwise defined in this press release shall have the meanings given to them in the Tender Indicative Results Announcement referred to above. This press release must be read in conjunction with the Tender Offer Memorandum. This press release, the Tender Indicative Results Announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Bondholder is in any doubt as to the contents of this press release, the Tender Indicative Results Announcement and/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 broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Bonds pursuant to the Offer. The Dealer Managers are acting exclusively for the Offeror and no one else in connection with the arrangements described in this press release, the Tender Indicative Results Announcement and the Tender Offer Memorandum and will not be responsible to any Bondholder for providing the protections which would be afforded to customers of the Dealer Managers or for advising any other person in connection with the Offer. None of the Offeror, the Dealer Managers or the Tender Agent or any director, officer, employee, agent or affiliate of any such person has made or will make any assessment of the merits and risks of the Offer or of the impact of the Offer on the interests of the Bondholders either as a class or as individuals, and none of them makes any recommendation as to whether Bondholders should tender Bonds pursuant to the Offer. None of the Offeror, the Dealer Managers or the Tender Agent (or any of their respective directors, officers, employees, agents or affiliates) is providing Bondholders with any legal, business, tax or other advice in this press release, the Tender Indicative Results Announcement and/or the Tender Offer Memorandum. Bondholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Bonds for cash.

This press release and the Tender Indicative Results Announcement is for informational purposes only and does not constitute an offer or an invitation to participate in the Offer. The distribution of this press release or the Tender Indicative Results Announcement in certain jurisdictions may be restricted by law. Persons into whose possession this press release or the Tender Indicative Results Announcement comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Bondholders should carefully consider the offer and distribution restrictions included in the Tender Offer Memorandum and inform themselves about, and observe, any applicable restrictions.

\*This news item contains information that is subject to the transparency regulations for listed companies.