EQS-Adhoc: Hestia Financing S.à r.l.: Notice of Call Option and Redemption

EQS-Ad-hoc: Hestia Financing S.à r.l. / Key word(s): Miscellaneous
   Hestia Financing S.à r.l.: Notice of Call Option and Redemption

   15-Jul-2025 / 13:00 CET/CEST
   Disclosure of an inside information acc. to Article 17 MAR of the
   Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS
   Group.
   The issuer is solely responsible for the content of this announcement.

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   THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE
   NOTEHOLDERS.THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST
   TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL
   DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE
   ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE
   NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE NOTES ARE IN ANY
   DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT
   THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER
   WITHOUT DELAY.

   If you have recently sold or otherwise transferred your entire holding(s)
   of the Notes referred to below, you should immediately forward this notice
   to the purchaser or transferee or to the stockbroker, bank or other agent
   through whom the sale or transfer was effected for transmission to the
   purchaser or transferee.

   THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF
   ARTICLE 7 OF REGULATION (EU) 596/2014 OF THE EUROPEAN PARLIAMENT AND OF
   THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (AS AMENDED) (“EU MAR”) AND
   REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED
   KINGDOM, AS AMENDED (“UK MAR” AND, TOGETHER WITH EU MAR, “EU/UK MAR”).

   HESTIA FINANCING S.À R.L.

   (a private limited liability company (société à responsabilité limitée)
   incorporated under the laws of the Grand Duchy of Luxembourg with
   registered office at 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg,
   Grand Duchy of Luxembourg and registered with the Luxembourg Register of
   Commerce and Companies under number B254874)

   (the “Issuer”)

   Notice of Call Option and Redemption

   in respect of

   the outstanding €475,000,000 Notes due 31 December 2066

   (ISIN: XS2409267254) (the “Senior Notes”)

   and

   the outstanding €1,725,000,000 Junior Notes due 31 December 2066

   (ISIN: XS2409266876) (the “Junior Notes”, together with the Senior Notes,
   the “Notes”)

   This announcement is released by the Issuer and may contain inside
   information for the purposes of Article 7 of EU/UK MAR, encompassing
   information relating to the Notes described above. For the purposes of
   EU/UK MAR and Article 2 of Commission Implementing Regulation (EU)
   2016/1055, including as it forms part of domestic law in the UK, this
   announcement is made by the Managers of the Issuer.

   We refer to the (i) Subscription Agreement dated 9 December 2021 between,
   among others, the Issuer, CBRE Loan Services Limited as the Agent  and
   Citibank Europe PLC as the Security Trustee as may be amended, restated
   and/or supplemented from time to time (the “Subscription Agreement”) and
   the terms and conditions of the Senior Notes (the “Conditions”); and (ii)
   the Junior Note Subscription Agreement dated 9 December 2021 between,
   among others, the Issuer, Oxalis Holding S.à r.l., a private limited
   liability company (société à responsabilité limitée) incorporated under
   the laws of the Grand Duchy of Luxembourg having its registered address at
   2, rue du Fossé, L-1536, Luxembourg, Grand Duchy of Luxembourg and
   registered with the Luxembourg trade and companies register (Registre de
   commerce et des sociétés, Luxembourg) under number B210797 (“Oxalis”) as
   the Junior Note Subscriber and CBRE Loan Services Limited as the Agent, as
   amended, restated and/or supplemented from time to time (the “Junior Note
   Subscription Agreement”) and the terms and conditions of the Junior Notes
   (the “Junior Note Conditions”).

   Capitalised terms used but not otherwise defined herein shall have the
   meanings given to such terms in the Subscription Agreement.

   The Issuer hereby announces that it has received a notice from Oxalis
   (being the holder of at least 50 per cent. of the Junior Notes) notifying
   that it shall exercise its Call Option pursuant to the Subscription
   Agreement, and as a result, on the Interest Payment Date falling on 21
   July 2025 (the “Call Option Date”), the Issuer will redeem in full the
   Senior Notes in accordance with Clause 8.7 (Junior Noteholder Call Option)
   of the Subscription Agreement and the Junior Notes in accordance with
   Junior Note Condition 5.1 (Early redemption at Issuer’s option).

   Payments on the Call Option Date to  the holders of the Senior Notes will
   be made in accordance with the Conditions and the Subscription Agreement
   and, as per the agreement with the holders of the Junior Notes, the Junior
   Notes will be redeemed for no cash payment on the Call Option Date.

   The Issuer has requested the Vienna Stock Exchange to cancel the listing
   of all outstanding Notes on the Call Option Date.

    

   For further information, please contact the Issuer at the address below.

   Hestia Financing S.à r.l.

   28, Boulevard F.W. Raiffeisen,

   L – 2411 Luxembourg

   Grand Duchy of Luxembourg 

   Attention: the Board of Managers

   Email: [1]hestia@cscgfm.lu

    

   This notice does not constitute an offer to sell or the solicitation of an
   offer to subscribe for or otherwise acquire any securities in any
   jurisdiction.

   No person has been authorised to give information, or to make any
   representation in connection therewith, other than as contained herein.
   The delivery of this notice at any time does not imply that the
   information in it is correct as at any time subsequent to its date.

    

   This notice is given by:

   HESTIA FINANCING S.À R.L.

   Dated 14 July 2025

    

    

   End of Inside Information

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   15-Jul-2025 CET/CEST News transmitted by EQS Group. www.eqs.com

   ══════════════════════════════════════════════════════════════════════════

   Language:    English
   Company:     Hestia Financing S.à r.l.
                28, Boulevard F.W. Raiffeisen
                L-2411 Luxembourg
                Luxemburg
   ISIN:        XS2409267254
   Listed:      Vienna Stock Exchange (Vienna MTF)
   EQS News ID: 2169944


    
   End of Announcement EQS News Service


   2169944  15-Jul-2025 CET/CEST

   https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=2169944&application_name=news&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf

References

   Visible links
   1. mailto:hestia@cscgfm.lu

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