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.NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF AMERICA, 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 OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE OFFER AND DISTRIBUTION RESTRICTIONS BELOW).
Luxembourg, 11 March 2026 -- SES (the Offeror ) announces today that it is inviting holders of its outstanding 625,000,000 Deeply Subordinated Fixed Rate Resettable Securities issued on 27 May 2021 (ISIN: XS2010028343) (the Securities ) to tender their Securities for purchase by the Offeror for cash up to the Maximum Acceptance Amount (as defined below) subject to the satisfaction (or waiver) of the New Issue Condition (such invitation, the Offer ).
The Offer is being made by the Offeror upon the terms and subject to the conditions contained in the tender offer memorandum dated 11 March 2026 (the Tender Offer Memorandum ) prepared by the Offeror in connection with the Offer, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.
SummaryA summary of certain key terms relevant to the Offer appears below:
Description of the Securities Coupon of the Securities until the First Reset Date ISIN / Common Code Outstanding Principal Amount First Optional Redemption Date / First Reset Date Purchase Price Maximum Acceptance Amount
625,000,000 Deeply Subordinated Fixed Rate Resettable Securities 2.875 per cent. per annum XS2010028343 / 201002834 525,022,000 27 May 2026 / 27 August 2026 99.25 per cent. An aggregate principal amount to be determined by the Offeror in its sole and absolute discretion and expected to be at least equal to the aggregate principal amount of the New Securities (as defined herein), subject to the right of the Offeror in its sole and absolute discretion to accept more or less than such amount, and to be announced as soon as reasonably practicable after the pricing of the New Securities
RationaleThe purpose of the Offer and the intended issue of New Securities is, among other things, to proactively manage the Offeror's layer of hybrid capital. The Offer also provides Holders with the opportunity to sell their Securities ahead of the First Optional Redemption Date and to receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the New Securities, subject to the issue of the New Securities and the selling restrictions that will be contained in the Information Memorandum relating to the New Securities. See Allocation of the New Securities below. Securities repurchased by the Offeror pursuant to the Offer will be cancelled following the Settlement Date.
Purchase Price and Accrued Interest PaymentsThe Offeror will, on the Settlement Date, pay for Securities validly tendered and accepted by it for purchase pursuant to the Offer, a cash purchase price equal to 99.25 per cent. of the principal amount of such Securities ( 992.50 for each 1,000 in principal amount of the Securities) (the Purchase Price ).
The Offeror will also pay an Accrued Interest Payment in respect of Securities accepted for purchase by it pursuant to the Offer.
In the event of any dispute or controversy regarding the Accrued Interest, the determination of the Offeror shall be conclusive and binding, absent any manifest error.
Total Amount Payable to HoldersIf the Offeror decides to accept valid tenders of Securities pursuant to the Offer and the New Issue Condition is satisfied (or waived), the total amount that will be paid on the Settlement Date to each Holder that has so tendered its Securities will be the cash amount (rounded to the nearest 0.01, with half a cent rounded upwards) equal to the sum of:
the product of (i) the aggregate principal amount of the Securities validly tendered and accepted for purchase from such Holder pursuant to the Offer and (ii) the Purchase Price; and
the Accrued Interest Payment on such Securities.
Maximum Acceptance Amount and ScalingIf the Offeror decides to accept any Securities for purchase pursuant to the Offer, it proposes that the aggregate principal amount of Securities it will accept for purchase pursuant to the Offer will be an amount to be determined by the Offeror, in its sole and absolute discretion, which is expected to be at least equal to the aggregate principal amount of the New Securities (as described below) to be issued (the Maximum Acceptance Amount), and which the Offeror will announce as soon as reasonably practicable following pricing of the New Securities, although the Offeror reserves the right, in its sole and absolute discretion, to accept more than or less than such amount, or to accept none of such Securities, for purchase pursuant to the Offer (the final aggregate principal amount accepted for purchase pursuant to the Offer, being the Final Acceptance Amount ).
If the Offeror accepts any Securities for purchase pursuant to the Offer and the aggregate principal amount of the Securities v
