MHP became the first company in Ukraine to close a deal on a new eurobond issue after the start of the full-scale war. This is not only an important financial step but also a clear signal of long-term trust from international investors and financial institutions in MHP's business model resilience, quality of corporate governance, and the company's ability to operate under unprecedented challenges. Throughout the war, MHP has repeatedly confirmed its ability to timely fulfill obligations, maintain financial discipline, and ensure operational continuity, writes UNN.
The first eurobond issue after the full-scale invasion effectively opens the public bond market window for Ukraine. This is a historic event for the country's economy, which is overcoming the challenges of war.
MHP SE, the parent company of a leading international food and agro-tech group headquartered in Ukraine, announced that it has priced an offering of bonds for a total principal amount of US$450.0 million with a rate of 10.500% and a maturity in 2029 (hereinafter – the "Bonds"), which will be issued by its wholly-owned subsidiary, MHP Lux S.A., registered in Luxembourg; the obligations under the Bonds will be guaranteed by MHP SE, certain of its subsidiaries registered in Ukraine, and MHP Europe Limited.
MHP SE intends to use the proceeds from the offering of the Bonds, together with its own cash contribution of US$100 million, to finance a tender offer and repurchase with subsequent redemption of all outstanding MHP Lux S.A. bonds for a total principal amount of US$550 million with a rate of 6.95% and a maturity in 2026 (hereinafter – the "2026 Bonds").
Any 2026 Bonds not tendered in the tender offer and repurchased for redemption are expected to be redeemed at par value in accordance with the notice of redemption published concurrently with the tender offer announcement on February 18, 2026.
These steps will allow the company to continue ensuring stable operations and developing its business in the medium and long term. At the same time, even in wartime conditions, MHP remains a reliable partner for financial stakeholders, including eurobond holders. Despite numerous complex challenges faced by the company, MHP finds opportunities to fulfill its obligations, adhering to legal requirements and established deadlines.
Disclaimer
This announcement does not contain and does not constitute an offer, nor is it an invitation to make an offer to purchase securities to any person in the United States of America or in any jurisdiction where such an offer or invitation is unlawful; persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. The securities mentioned in this announcement may not be offered or sold in the United States without registration under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or without an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act. Subject to certain exceptions, the securities mentioned in this announcement may not be offered or sold in Australia, Canada, or Japan or to, or for the account or benefit of, any national, resident, or citizen of Australia, Canada, or Japan. The offer and sale of the securities mentioned in this announcement have not been and will not be registered under the Securities Act or the relevant securities laws of Australia, Canada, or Japan. There will be no public offering of securities in the United States of America.
This announcement is being distributed to and is directed only at: (I) persons who are outside the United Kingdom, or (II) investment professionals falling within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order), or (III) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a)–(d) of the Order (all such persons together being referred to as "relevant persons"). The securities are available only to relevant persons, and any invitation, offer, or agreement to subscribe, purchase, or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
This announcement is not an advertisement of securities in Ukraine and is not an offer or invitation to, or inducement for, any circulation, distribution, placement, sale, purchase, or other alienation of securities in Ukraine. It is not intended for public distribution in or into Ukraine and should not be publicly distributed there.
The Tender Offer is not intended and should not be made, directly or indirectly, to the public in Cyprus by way of a public offer within the meaning of: (I) the Cyprus Public Offer and Prospectus Law, Law No. 114(I)/2005 (as amended or replaced from time to time) (the "Cyprus Prospectus Law") and (II) Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC ("EU Prospectus Regulation").
This announcement, the Tender Offer Memorandum, or any other documents or materials relating to the Tender Offer, and any disclosures or information contained therein regarding the Tender Offer, will not be issued, published, communicated, advertised, or distributed to the public in Cyprus.
This announcement, the Tender Offer Memorandum, and all other documents and materials relating to the Tender Offer do not constitute investment advice or recommendations under Cyprus law, nor do they constitute an offer or advertisement of securities in Cyprus; they are not intended and should not be distributed through information dissemination channels or to the public in Cyprus.
Neither this announcement, nor the Tender Offer Memorandum, nor any other documents or materials relating to the Tender Offer (in preliminary or final form) have been registered or are intended to be registered, nor have they been submitted or are intended to be submitted for approval to the Cyprus Securities and Exchange Commission ("CySEC").
This announcement, the Tender Offer Memorandum, and any other documents and materials relating to the Tender Offer may be distributed in Cyprus by a duly licensed investment firm or credit institution authorized under Directive 2013/36/EU, or a third-country firm providing investment services or performing investment activities by establishing a branch in Cyprus (together, the "Authorised Intermediaries"), which are permitted and authorized to provide investment services and perform investment activities in Cyprus in accordance with the following regulations:
- the Investment Services and Activities and Regulated Markets Law, No. 144(I) of 2007 (as amended from time to time) (the “2007 Investment Services Law”);
- the Investment Services and Activities and Regulated Markets Law, No. 87(I)/2017 (as amended from time to time) (the “2017 Investment Services Law”);
- Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No. 648/2012 (as amended from time to time) (“MiFIR”),
and only to professional clients in Cyprus within the meaning defined by the 2007 Investment Services Law and the 2017 Investment Services Law.
Holders of the Bonds or beneficial owners of the Bonds may tender their Bonds in the Tender Offer through Authorised Intermediaries who are permitted and authorized to carry out such activities in Cyprus in accordance with and subject to the 2007 Investment Services Law, the 2017 Investment Services Law, MiFIR, the EU Prospectus Regulation, the Cyprus Prospectus Law, and other applicable laws and regulations or other applicable requirements established by CySEC and any other competent authority in Cyprus.
This announcement, the Tender Offer Memorandum, and any other documents and materials relating to the Tender Offer may not be used for any purpose of invitation or inducement in connection with the sale, marketing, offering, or acquisition of any securities in Cyprus in circumstances where such invitation or inducement is unlawful under Cyprus law.
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