Mondi Finance Plc - Tender Offer

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 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA ( THE "UNITED STATES" ) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

16 OCTOBER 2025

MONDI FINANCE PLC ANNOUNCES A TENDER OFFER FOR ITS OUTSTANDING €600,000,000 1.625 PER CENT. GUARANTEED NOTES DUE 27 APRIL 2026 (ISIN: XS1813593313)

 

Mondi Finance plc (the " Offeror ") has today launched its invitation to holders of its outstanding €600,000,000 1.625 per cent. guaranteed Notes due 27 April 2026 (ISIN: XS1813593313) (the " Notes ") guaranteed by Mondi plc (the " Guarantor ") to tender any and all of their Notes for purchase by the Offeror for cash (such invitation, the " Offer "). The Offer is being made subject to applicable law and regulation, on the terms and subject to the conditions (including, but not limited to, the New Issue Condition (as defined below)) and the offer and distribution restrictions described in the tender offer memorandum dated 16 October 2025 (the " Tender Offer Memorandum ").

Copies of the Tender Offer Memorandum are (subject to applicable law and regulation and the offer and distribution restrictions) available from https://projects.sodali.com/Mondi (the " Transaction Website ") or Sodali & Co Limited (the " Information and Tender Agent "). Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum. In the event of discrepancies between this announcement and the provisions in the Tender Offer Memorandum, the Tender Offer Memorandum will prevail.

Summary of the Offer

 

THE OFFER BEGINS ON 16 OCTOBER 2025 AND WILL EXPIRE AT 4.00 P.M. (LONDON TIME) ON 23 OCTOBER 2025, UNLESS EXTENDED, RE-OPENED AND/OR TERMINATED EARLIER AT THE SOLE AND ABSOLUTE DISCRETION OF THE OFFEROR, AS PROVIDED IN THE TENDER OFFER MEMORANDUM (THE "EXPIRATION DEADLINE"). THE DEADLINES SET BY ANY INTERMEDIARY OR CLEARING SYSTEM WILL BE EARLIER THAN THIS DEADLINE.

Rationale for the Offer

The purpose of the Offer and planned issuance of the New Notes (as defined below) is to proactively manage the Offeror's balance sheet. Furthermore, the Offer will provide liquidity to those holders whose Notes are accepted in the Offer and, if they wish, apply for priority in the allocation of the New Notes, as more fully described in the Tender Offer Memorandum.

As mentioned below in '' New Issue Condition'' , it is the intention of the Offeror to issue concurrently with the Offer new euro-denominated fixed rate notes pursuant to its €3,000,000,000 Guaranteed Euro Medium Term Note Programme (the “ Programme ”) guaranteed by Mondi plc (the '' New Notes '').

The Offeror intends to cancel the Notes purchased by it pursuant to the Offer and such Notes will therefore not be re-issued or re-sold.

Purchase Price and Accrued Interest

Subject to the satisfaction (or waiver) of the New Issue Condition, the Offeror will, on the Settlement Date, pay for Notes validly tendered and accepted by it for purchase pursuant to the Offer, a cash purchase price (expressed as a percentage, the '' Purchase Price '') equal to 99.75 per cent. of the nominal amount of such Notes. The Offeror will also pay in cash (rounded to the nearest €0.01, with €0.005 rounded upwards) an amount equal to the interest accrued and unpaid on the Notes from (and including) the immediately preceding interest payment date for the Notes (being 27 April 2025) to (but excluding) the Settlement Date, determined in accordance with the terms and conditions of the Notes (“ Accrued Interest ”) on the Notes validly tendered by a Noteholder and accepted for purchase by the Offeror (“ Accrued Interest Payment ”) in respect of Notes accepted for purchase pursuant to the Offer.

Any and all Offer and No Scaling

If the New Issue Condition is satisfied (or waived) and the Offeror decides to accept validly tendered Notes for purchase pursuant to the Offer, the Offeror will accept for purchase all of the Notes that are validly tendered in full and there will be no scaling of any tenders of Notes for purchase (and the final amount accepted for purchase pursuant to the Offer being the " Final Acceptance Amount ").

New Issue Condition

The Offeror today announces its intention to issue the New Notes, subject to market conditions. Whether the Offeror will purchase any Notes validly tendered in the Offer is subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Notes (the '' New Issue Condition ''), or the waiver of such condition.

Even if the New Issue Condition is satisfied (or waived), the Offeror is under no obligation to accept for purchase any Notes validly tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes validly tendered pursuant to the Offer is at the sole and absolute discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

Allocation of the New Notes

When considering allocation of the New Notes, the Offeror intends to give preference to those Noteholders that, prior to such allocation, have validly tendered or have given a firm intention to any Dealer Manager that they intend to tender their Notes for purchase pursuant to the Offer. Therefore, a Noteholder that wishes to subscribe for New Notes in addition to tendering its existing Notes for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the New Notes, subject to the issue of the New Notes, the selling restrictions that will be contained in the Prospectus relating to the New Notes and such Noteholder making a separate application for the purchase of such New Notes to Merrill Lynch International (in its capacity as joint lead manager of the issue of the New Notes) or any other joint lead manager of the issue of the New Notes in accordance with the standard new issue procedures of such joint lead manager. However, the Offeror is not obliged to allocate any New Notes to a Noteholder that has validly tendered or indicated a firm intention to tender its Notes for purchase pursuant to the Offer and, if any such New Notes are allocated, the principal amount thereof may be less or more than the principal amount of Notes tendered by such Noteholder and accepted for purchase by the Offeror pursuant to the Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being €100,000).

All allocations of the New Notes, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures in the sole and absolute discretion of the Offeror. In the event that a Noteholder validly tenders Notes pursuant to the Offer, such Notes will remain subject to such tender and the conditions of the Offer as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline for the Offer and any Noteholder that wishes to subscribe for New Notes in addition to tendering existing Notes for purchase pursuant to the Offer should therefore provide, as soon as practicable and prior to the allocation of the New Notes, to any Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Offer and the quantum of Notes that it intends to tender.

Extension, Amendment and Termination

The Offeror may, in its sole and absolute discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum). Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

Summary of Action to be Taken

The Offeror will only accept tenders of Notes for purchase pursuant to the Offer which are made by way of the submission of valid Tender Instructions in accordance with the procedures set out in the Tender Offer Memorandum under section " Procedures for Participating in the Offer ".

To tender Notes for purchase pursuant to the Offer, a Noteholder should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received by the Information and Tender Agent by the Expiration Deadline.

Noteholders are advised to check with any bank, securities broker, dealer, nominee, custodian, trust company or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

EXPECTED TIMETABLE OF EVENTS

 

Please note the following important dates and times relating to the Offer. Each is indicative only and is subject to change, including as a result of any extension, termination, revocation or amendment as set out in the Tender Offer Memorandum under "Extension, Termination and Amendment".

Announcements and notices to be given in connection with the Offer will be made by the delivery of notices to the Clearing Systems for communication to Direct Participants. Announcements will also be made by (i) publication through the Regulatory News Service provided by the London Stock Exchange plc and (ii) issue of a press release to one or more Notifying News Service(s). Copies of all such announcements, press releases and notices can also be obtained via the Transaction Website or upon request from the Information and Tender Agent.

Noteholders are advised to check with any bank, securities broker, dealer, nominee, custodian, trust company or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

BNP PARIBAS and Merrill Lynch International are acting as Dealer Managers for the Offer and Sodali & Co Limited is acting as Information and Tender Agent. For detailed terms of the Offer please refer to the Tender Offer Memorandum which (subject to applicable law and regulation and the offer and distribution restrictions) can be obtained from the Dealer Managers and the Information and Tender Agent referred to below.

Dealer Managers

BNP PARIBAS

16, boulevard des Italiens

75009 Paris

France

Telephone: +33 1 55 77 78 94

Attention: Liability Management Group

Email: liability.management@bnpparibas.com

 

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Telephone: +44 (0) 207 996 5420

Attention: Liability Management Group

Email: DG.LM-EMEA@bofa.com

 

Information and Tender Agent

Sodali & Co Limited

The Leadenhall Building

122 Leadenhall Street

London EC3V 4AB

United Kingdom

Telephone: +44 20 4513 6933

Email: mondi@investor.sodali.com
Transaction Website: https://projects.sodali.com/Mondi

Further Information

Questions and requests for assistance in connection with the (i) Offer may be directed to the Dealer Managers, (as set out above) and (ii) delivery of Tender Instructions may be directed to the Information and Tender Agent, the contact details for each of which are set out above.

Before making a decision whether to tender Notes pursuant to the Offer, Noteholders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the risk factors described in the Tender Offer Memorandum under section "Risk Factors and Other Considerations".

 

The Tender Offer Memorandum does not constitute an invitation to participate in the Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an invitation under applicable securities laws. The Offer is subject to offer restrictions in, amongst other countries, the United States of America, the United Kingdom, Italy and France, as referred to i n " Offer and Distribution Restrictions” below.

 

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 contents of this announcement, the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, legal, regulatory and tax advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, regulatory, tax or legal adviser.

None of the Offeror, the Guarantor, the Dealer Managers or the Information and Tender Agent or any of their respective directors, employees, officers, agents or affiliates expresses any opinion about the merits of the Offer or makes any recommendation as to whether or not any Noteholder should offer to sell its Notes and no one has been authorised by the Offeror, the Guarantor, the Dealer Managers or the Information and Tender Agent to make any such recommendation.

Offer and Distribution Restrictions

United States

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in the U.S. Securities Act of 1933, as amended (the " Securities Act ").

Accordingly, copies of the Tender Offer Memorandum, this announcement or and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of,   a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with all applicable securities laws of any state of the United States or any other jurisdiction.

Each Noteholder participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States. For the purposes of this and the above two paragraphs, " United States " means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-a-vis its clients in connection with the Notes and/or the Offer.

United Kingdom

The communication of the Tender Offer Memorandum, this announcement and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made (i) to those persons in the United Kingdom (a) falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the " Financial Promotion Order ")) or (b) who are within Article 43(2) of the Financial Promotion Order, or (ii) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Italy

None of the Offer, the Tender Offer Memorandum, this announcement or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa (" CONSOB ") pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the " Financial Services Act ") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Accordingly, Noteholders or beneficial owners of the Notes that are resident and/or located in Italy can tender Notes for purchase in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France.

The Tender Offer Memorandum, this announcement and any other document or material relating to the Offer may not be distributed in the Republic of France except to qualified investors ( investisseurs qualifiés ) as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended. Neither the Tender Offer Memorandum, this announcement, nor any other such offering material has been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers .

General

Neither the Tender Offer Memorandum nor this announcement constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and either Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Offer will also be deemed to give certain representations, warranties and undertakings in respect of the other jurisdictions referred to above and generally as set out in " Procedures for Participating in the Offer ". Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations, warranties and undertakings will not be accepted. Each of the Offeror, the Guarantor, each Dealer Manager and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation, warranty and undertaking given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation, warranty and undertaking is not correct, such tender shall not be accepted.

 

This announcement is released by Mondi Finance plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7(1) of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (" UK MAR "), encompassing information relating to the Offer, as described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Jennifer Hampshire, Company Secretary of the Offeror.