AMSTERDAM, July 15, 2026 /PRNewswire/ — Prosus N.V. (the “Company”), a public company with limited liability (naamloze vennootschap)under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, announced today the results of its previously announced cash tender offers (the “Offers”) for its outstanding 4.850% Notes due 2027 (the “Any and All Notes”) and its outstanding 3.257% Senior Notes due 2027 (the “Capped Tender Offer Notes”).
The Offers were made upon and are subject to the terms and conditions set forth in the Offer to Purchase dated July 6, 2026 (the “Offer to Purchase”). Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.
The Offers expired at 5:00 p.m. (New York City time) on July 14, 2026 (the “Expiration Date”).
Title of
Security
CUSIP/ISIN
Maturity
Date
Principal Amount
Outstanding(1)
Principal
Amount
Tendered(2)
Principal
Amount
Accepted
Total
Consideration(3)
4.850% Notes due 2027 (the “Any and All Notes”)
62856R AD7 / US62856RAD70
N5946F AD9/ USN5946FAD98
July 6, 2027
U.S.$614,146,000
U.S.$157,029,000
U.S.$157,029,000
U.S.$1,002.31
3.257% Senior Notes due 2027 (the “Capped Tender Offer Notes”)
74365P AG3 / US74365PAG37
N7163R AW3/ USN7163RAW36
January 19, 2027
U.S.$1,000,000,000
U.S.$462,045,000
U.S.$462,045,000
U.S.$994.50
__________________________
Notes:
As of the commencement date of the Offers. Notes validly tendered on or before the Expiration Date. Per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Offers.
The Company was advised by the Information and Tender Agent that as of the Expiration Date, the aggregate principal amount of each of the Any and All Notes and the Capped Tender Offer Notes specified in the table above was validly tendered and not validly withdrawn. The table above provides the aggregate principal amount of each of the Any and All Notes and the Capped Tender Offer Notes that the Company has accepted in the Offers on the terms and subject to the conditions set forth in the Offer to Purchase. No Scaling Factor has been applied in the Capped Tender Offer.
Payment of the applicable Total Consideration for all Notes validly tendered and accepted for purchase by the Company pursuant to the Offers will be made on July 16, 2026 (the “Settlement Date”). In addition to the Total Consideration as set forth in the table above, all Holders whose Notes are validly tendered and accepted for purchase will also receive accrued and unpaid interest on such Notes from, and including, the applicable last interest payment date up to, but not including, the Settlement Date, payable on the Settlement Date.
All Notes accepted for purchase in the Offers will be cancelled and retired, and will no longer remain outstanding obligations of the Company.
The Company has elected to exercise its optional redemption right in respect of any outstanding Any and All Notes following settlement of the Any and All Tender Offer, in accordance with the terms and conditions of the Any and All Notes, and issued a notice of redemption on July 9, 2026. Accordingly, Holders of Any and All Notes who did not tender their notes in the Any and All Tender Offer will have their notes redeemed on August 10, 2026 at the applicable make-whole redemption price calculated in accordance with the terms and conditions of the Any and All Notes, which may be higher or lower than the Total Consideration for the Any and All Notes. Nothing in this announcement constitutes a redemption notice.
FURTHER INFORMATION
The Offer to Purchase sets out the full terms of the Offers. The Offer to Purchase and any other relevant notice and documents with respect to the Offers are available at https://clients.dfkingltd.com/prosus, operated by the Information and Tender Agent for the purpose of the Offers, and from the Information and Tender Agent at the telephone number or e-mail address set out below. Holders may also contact the Dealer Managers at the telephone numbers or addresses set out below for information concerning the Offers. Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers.
DEALER MANAGERS
Goldman Sachs & Co. LLC
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, NY 10119
United States of America
Attention: Liability Management Group
Telephone:
In the United States:
+1 (888) 210-4358 (toll-free)
+1 (212) 841-3059 (collect)
In Europe:
+33 1 55 77 78 94
Email: liability.management@bnpparibas.com
BofA Securities Europe SA
51 rue La Boétie
75008 Paris
France
Attention: Liability Management Group
Telephone:
In the United States:
+1 (888) 292-0070 (toll-free)
+1 (980) 387-3907 (collect)
In Europe:
+33 1 877 01057
Email: DG.LM-EMEA@bofa.com
200 West Street
New York, NY 10282-2198
United States of America
Attention: Liability Management Group
Telephone:
In the United States:
+1 (800) 828-3182 (toll-free)
+1 (212) 357-1452 (collect)
In Europe:
+44 207 774 4836
Email:
liabilitymanagement.eu@gs.com
THE INFORMATION AND TENDER AGENT
D.F. King
In New York:
28 Liberty Street, 53rd Floor
New York, NY 10005, USA
Banks and brokers call:
(646) 677-2521
All others call toll free:
(800) 967-5051
E-mail: prosus@dfkingltd.com
In London:
51 Lime Street, London
EC3M 7DQ, United Kingdom
Banks and brokers call:
+44 20 7920 9700
Offer Website: https://clients.dfkingltd.com/prosus
NOTICE AND DISCLAIMER
This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. The terms and conditions of the Offers are described in the Offer to Purchase. This announcement must be read in conjunction with the Offer to Purchase.
This announcement contains information that qualifies, or may qualify, as inside information within the meaning of Article 7(1) of the Market Abuse Regulation (EU) 596/2014.
OFFER AND DISTRIBUTION RESTRICTIONS
General
The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by the Company, the Dealer Managers and the Information and Tender Agent to inform themselves of and to observe any such restrictions.
Neither this announcement nor the Offer to Purchase constitutes, nor may they be used in connection with, an offer to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. Neither the Company, the Dealer Managers nor the Information and Tender Agent accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.
European Economic Area
The Offers are not being made in any Member State of the European Economic Area, other than to persons who are “qualified investors” as defined in Regulation (EU) No 2017/1129 (as amended, the “Prospectus Regulation”), or in other circumstances falling within Article 1(4) of the Prospectus Regulation. This EEA selling restriction is in addition to any other selling restrictions set out in the Offer to Purchase.
United Kingdom
The communication of this announcement and the Offer to Purchase by the Company 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 authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”), 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 persons outside the United Kingdom and 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 (the “Order”)), persons who are within Article 43(2) of the Order, persons who are qualified investors of the kind described in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.), and persons who otherwise fall within an exemption set forth in the Order such that section 21(1) of the FSMA does not apply or any other persons to whom the Offers may otherwise lawfully be made under the Order and all other applicable securities laws.
Italy
None of the Offers, the Offer to Purchase or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Offers are being carried out in Italy as exempted offers 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, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offers through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 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/or the Offers.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this announcement nor the Offer to Purchase nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), acting for their own account, with the exception of individuals, within the meaning ascribed to them in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, and applicable regulations thereunder, are eligible to participate in the Offers. This announcement, the Offer to Purchase and any other documents or offering materials relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Belgium
Neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.
South Africa
The communication of this announcement and the Offer to Purchase by the Company and any other documents or materials relating to the Offers should not be construed as constituting any form of investment advice or recommendation, guidance or proposal of a financial nature under the South African Financial Advisory and Intermediary Services Act, 37 of 2002 (as amended or re-enacted). The Offers are not being made to and do not constitute an “offer to the public” (as such term is defined in the South African Companies Act, 71 of 2008 (the “SA Companies Act”)) and the Offer to Purchase is not, nor is it intended to constitute, a “registered prospectus” (as such term is defined in the SA Companies Act) prepared and registered under the SA Companies Act.
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SOURCE Prosus N.V.
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