NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
ISTANBUL, Sept. 18, 2025 /PRNewswire/ — Aydem Yenilenebilir Enerji A.Ş. (the “Offeror“) announced today its offer to purchase for cash the securities listed below (the “Offer“). The Offer is subject to the terms and conditions described in the tender offer memorandum dated September 18, 2025 (the “Tender Offer Memorandum“). The Tender Offer Memorandum can be obtained at the following website: https://debtxportal.issuerservices.citigroup.com. Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.
** Any and All Notes **
Title of Security / 144A ISIN / Reg S ISIN / Maturity Date / Principal Amount Outstanding / Purchase Price
7.75% Senior Secured Green Notes due 2027 / US054644AA72 / XS2368781477 / February 2, 2027 / $539,285,600 / 101.9375% (equivalent to $1,019.375 per $1,000) in principal amount of Notes
** Indicative Timetable (all times are NYC) **
Commencement Date: September 18, 2025
Expiration Date: September 29, 2025
Results Announcement Date: September 30, 2025
Guaranteed Delivery Expiration Date: October 1, 2025
Settlement Date: Expected to be October 2, 2025
Guaranteed Delivery Settlement Date: Expected to be October 3, 2025
** Purpose of the Offer **
The Offeror is undertaking the Offer to proactively manage the Offeror’s upcoming debt redemptions and to extend its debt maturity profile.
** New Financing Condition **
The Offeror announced today its intention to issue new $-denominated fixed rate senior secured green notes (the “New Notes“), subject to market conditions (the “New Notes Offering“). The purchase of any Notes by the Offeror pursuant to the Offer is subject to, without limitation, the successful completion (in the sole determination of the Offeror) of the New Notes Offering (the “New Financing Condition“) with a minimum aggregate nominal amount of $539,285,600. For further information see the “Tender Offer Memorandum – Terms and Conditions of the Offer“.
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.
** Dealer Managers **
Citigroup Global Markets Limited: +44 20 7986 8969 (Europe) / Toll Free: +1 800 558 3745 (U.S.) / Collect: +1 212 723 6106 (U.S. Toll Free)
Goldman Sachs International: +44 20 7774 4836 / [email protected] / [email protected]
Morgan Stanley & Co. International plc: +44 20 7677 5040 / [email protected]
** Tender Agent **
Citibank, N.A., London Branch: +44 (0) 20 7508 3867 / [email protected]
SOURCE Aydem Yenilenebilir Enerji A.Ş.
