Summit Properties Limited - Tender Offer 2024 (XS) - Launch

Summit Luxco S.à r.l. offers to purchase for cash, at a price being equal to 94.75% of the principal amount of the Notes, up to €40,000,000 an aggregate principal amount of Summit Properties Limited’s (previously Summit Germany Limited) outstanding €188,291,000 Senior Notes due 2025 (ISIN/Common Code: XS1757821688/175782168)

05 FEBRUARY 2024

Full announcement including disclaimers and offer restrictions available via Source: Summit Properties Ltd and LuxSE 

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February 5, 2024 — Summit Luxco S.à r.l. (the “Offeror”) announces today that it is offering to purchase (such offer the “Tender Offer”) for cash, at a price being equal to 94.75% of the principal amount of the Notes, up to €40,000,000 an aggregate principal amount of Summit Properties Limited’s (previously Summit Germany Limited) (the “Issuer”) outstanding €188,291,000 Senior Notes due 2025 (ISIN/Common Code: XS1757821688/175782168) (the “Notes”) from the holders of the Notes (each a “Noteholder” and together, the “Noteholders”), as further described in the tender offer memorandum dated as of February 5, 2024 (the “Tender Offer Memorandum”).

The Tender Offer commences on February 5, 2024 and will expire at 4:00 p.m., London time, on February 9, 2024, unless extended or earlier terminated by the Offeror (such time and date, as the same may be extended or terminated, the “Expiration Date”). Noteholders must validly tender their Notes, and not validly withdraw their Notes, at or prior to the Expiration Date in order to receive the Purchase Price (as set forth below) on the Settlement Date (as defined below).

The Offeror will (assuming satisfaction or, where applicable, the waiver of the conditions to which the Tender Offer is subject), on the Settlement Date, pay for Notes validly tendered and not validly withdrawn at or before the Expiration Date pursuant to the Tender Offer and accepted by it for purchase, a cash amount, expressed per €1,000 principal amount of the Notes, being equal to 94.75% of the principal amount of the Notes (the “Purchase Price”) plus the amount of accrued and unpaid interest up to but not including the Settlement Date on the Notes which are accepted for purchase in the Tender Offer.

The “Settlement Date” will be promptly after the Expiration Date in respect of any Notes that are (i) validly tendered (and not validly withdrawn) at or prior to the Expiration Date and (ii) accepted for purchase in accordance with the terms of the Tender Offer. The Settlement Date is expected to be no later than February 14, 2024, unless otherwise extended, amended or terminated.

The Offeror reserves the right, in its sole and absolute discretion (i) not to accept any tenders of the Notes, (ii) not to purchase any Notes or (iii) to modify in any manner any of the terms and conditions of the Tender Offer (including, but not limited to, modifying the Maximum Tender Amount).

The Tender Offer is subject to the terms and conditions set forth in the Tender Offer Memorandum, including certain customary conditions. The Offeror reserves the right, in its sole discretion, to waive any and all conditions.

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Summit Luxco S.à r.l. announces the results of the partial tender offer for Summit Properties Limited’s (previously Summit Germany Limited) €244,058,000 Senior Notes due 2025 (ISIN/Common Code: XS1757821688/175782168)

11 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Source: Summit Properties Ltd and LuxSE

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"The Tender Offer expired at 4:00 p.m. London time on September 8, 2023 (the “Expiration Date”). The Tender Offer was made upon the terms and conditions of the Tender Offer Memorandum. Capitalized terms used and not otherwise defined in this announcement have the meanings ascribed to them in the Tender Offer Memorandum.

The Acceptance Amount was determined on September 8, 2023, around 4:45 p.m. London time and is as set out below:

The Offeror announces that it accepted for purchase all Notes validly tendered on a pro rata basis such that the aggregate principal amount of the Notes accepted for purchase is €50,000,000. The proration factor has been set at 56.3380%.

Subject to the General Conditions being satisfied, the Tender Offer is expected to settle on September 13, 2023 (the “Settlement Date”). On the Settlement Date, the Offeror will also pay accrued but unpaid interest on the Notes accepted for purchase. The Notes accepted for purchase will be held as treasury notes by the Offeror. Subject to market conditions, the Issuer, the Offeror or any of their respective affiliates may initiate a repurchase of the Notes in the future. "

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Summit Luxco S.à r.l. offers to purchase for cash, at a price being equal to 94.0% of the principal amount of the Notes, up to €50,000,000 an aggregate principal amount of Summit Properties Limited's (previously Summit Germany Limited) outstanding €244,058,000 Senior Notes due 2025 (ISIN/Common Code: XS1757821688/175782168).

04 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Source: Summit Properties Ltd and LuxSE

"September 4, 2023 — Summit Properties Limited’s (previously Summit Germany Limited) (the “Issuer”) announces today that its wholly owned subsidiary Summit Luxco S.à r.l. (the “Offeror”) is offering to purchase (such offer the “Tender Offer”) for cash, at a price being equal to 94.0% of the principal amount of the Notes, up to €50,000,000 an aggregate principal amount of the Issuer’s outstanding €244,058,000 Senior Notes due 2025 (ISIN/Common Code: XS1757821688/175782168) (the “Notes”).

The Tender Offer commences on September 4, 2023 and will expire at 4:00 p.m., London time, on September 8, 2023, unless extended or earlier terminated by the Offeror. Subject to the satisfaction of customary conditions, the Tender Offer is expected to settle on September 13, 2023 (unless otherwise extended, amended or terminated)."

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(1) Excludes principal amount of Notes held as treasury shares. The Outstanding Principal Amount comprises Notes which were originally sold pursuant to Regulation S under the Securities Act (ISIN: XS1757821688) as well as notes originally sold pursuant to Rule 144A under the Securities Act (ISIN: XS1757821506). For the avoidance of doubt, the Tender Offer (as defined below) being made pursuant to the Tender Offer Memorandum is only being made in respect of those Notes held by persons who are not a U.S. person (as such term is defined by Regulation S under the Securities Act) and who are outside the United States. (2) Expressed as a percentage of principal amount of Notes tendered, exclusive of any accrued, but unpaid interest.

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