MAXIMA GRUPĖ, UAB ANNOUNCES RESULTS OF TENDER OFFER (ENGLISH VERSION ADDED)

English version added to the original announcement, published on 8 July, 2022:

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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 (“MAR”).

8 July 2022

MAXIMA GRUPĖ, UAB ANNOUNCES RESULTS OF TENDER OFFER

On 27 June 2022, the Issuer announced the launch of a tender offer to the holders of its €300,000,000 3.250 per cent. notes due 13 September 2023 (ISIN: XS1878323499) (the “Notes“) for purchase by the Issuer for cash subject to the satisfaction of the New Financing Condition (as defined in the tender offer memorandum dated 27 June 2022 (the “Tender Offer Memorandum“) and the other conditions described therein.

On 4 July 2022, the Issuer announced that the Maximum Acceptance Amount in relation to the Offer was EUR 240,000,000.

The Offer expired at 17:00 hours CEST on 7 July 2022 and the Issuer today announces the results of the Offer.

Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum. This notice must be read in conjunction with the Tender Offer Memorandum and the Offer remains subject to the conditions and restrictions set out therein.

Final results of the Tender Offer

The Issuer has received valid tenders of EUR 193,039,000. Subject to the satisfaction or waiver of the New Financing Condition, the Issuer will accept for purchase all such Notes without proration.

Notes purchased by the Issuer pursuant to the Offer will be cancelled and will not be reissued or re-sold. After the Settlement Date, the principal amount of Notes that will remain outstanding is EUR 106,961,000.

On 1 July 2022, the Issuer confirmed an issuance of New Notes, the settlement of which is expected to occur on 12 July 2022. Consequently, the Issuer expects the New Financing Condition to be satisfied. The Settlement Date for the Offer is expected to be 13 July 2022.

Contact information

Dealer Managers

Citigroup Global Markets Europe AG (Telephone: +44 20 7986 8969; Email: liabilitymanagement.europe@citi.com; Attention: Liability Management Group)         J.P.Morgan SE (Email: em_europe_lm@jpmorgan.com; Attention: EMEA Liability Management Group) Luminor Bank AS (Telephone: +37068248548; Email: dcm@luminorgroup.com; Attention: Ignas Šablevičius, Debt Capital Markets) and MUFG Securities (Europe) N.V. (Telephone: +33 (0)1 7091 4255; Email: liability.management@mufgsecurities.com; Attention: Liability Management Group).

Tender Agent

Kroll Issuer Services Limited (Telephone: + 44 20 7704 0880; Email: maximagrupe@is.kroll.com; Attention: David Shilson)

Disclaimer

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. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of the Issuer, the Dealer Managers or the Tender Agent makes any recommendation as to whether Noteholders should tender Notes pursuant to the Offer.

Offer and Distribution Restrictions

The distribution of the Tender Offer Memorandum and this announcement in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession the Tender Offer Memorandum and this announcement comes are required by each of the Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions