English version added to the original announcement, published 4 July, 2022:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT 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 ("MAR").
4 July 2022
MAXIMA GRUPĖ, UAB ANNOUNCES MAXIMUM ACCEPTANCE AMOUNT
Further to the announcement made by Maxima Grupė, UAB (the "Issuer") on 27 June 2022 whereby the Issuer announced the launch of a tender offer to the holders of its €300,000,000 3.250 per cent. notes due 13 September 2023 (ISIN: XS1878323499) (the "Notes") for purchase by the Issuer for cash subject to the satisfaction of the New Financing Condition (as defined in the Tender Offer Memorandum) and the other conditions described therein, the Issuer today announces that the Maximum Acceptance Amount in relation to the Offer is EUR 240,000,000.
The Offer remains subject to the conditions and restrictions set out in the tender offer memorandum dated 27 June 2022 (the "Tender Offer Memorandum"). This notice must be read in conjunction with the Tender Offer Memorandum.
As the Maximum Acceptance Amount is lower than the aggregate principal amount outstanding of the Notes, valid tenders of Notes may be prorated in the Issuer's sole and absolute discretion. In addition, at the Expiration Deadline, the Issuer intends to accept Priority Notes in priority to Non-Priority Notes. The Issuer will only accept any Non-Priority Notes at the Expiration Deadline once it has accepted all Priority Notes at such time up until the Maximum Acceptance Amount is reached. See "Terms and Conditions of the Offer - Proration" in the Tender Offer Memorandum for further information.
Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
Citigroup Global Markets Europe AG (Telephone: +44 20 7986 8969; Email: firstname.lastname@example.org; Attention: Liability Management Group) J.P.Morgan SE (Email: email@example.com; Attention: EMEA Liability Management Group) Luminor Bank AS (Telephone: +37068248548; Email: firstname.lastname@example.org; Attention: Ignas Šablevičius, Debt Capital Markets) and MUFG Securities (Europe) N.V. (Telephone: +33 (0)1 7091 4255; Email: email@example.com; Attention: Liability Management Group).
Kroll Issuer Services Limited (Telephone: + 44 20 7704 0880; Email: firstname.lastname@example.org; Attention: David Shilson)
This announcement must be read in conjunction with the Tender Offer Memorandum. This 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 Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes 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 Notes pursuant to the Offer. None of the Issuer, the Dealer Managers or the Tender Agent makes any recommendation as to whether Noteholders should tender Notes pursuant to the Offer.
Offer and Distribution Restrictions
The distribution of the Tender Offer Memorandum and this announcement in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession the Tender Offer Memorandum and this announcement comes are required by each of the Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions