PUMA INTERNATIONAL FINANCING S.A. (the “Issuer”)
17, Boulevard F.W. Raiffeisen
Luxembourg-City
L-2411 Luxembourg
November 27, 2024
Securities
5.00% U.S. dollar-denominated
Senior Notes due 2026
ISINs / Common Codes
Reg S Global Note: XS1751117604 / 175111760
144A Global Note: XS1751189348 / 175118934
This Notice of Redemption is Conditional
NOTICE IS HEREBY GIVEN by Puma International Financing S.A. (the “Issuer”) in accordance with Section 3.03 of the Indenture (as defined below) governing the obligations under the Notes issued under the indenture dated as of January 24, 2018 (the “Indenture”) between the Issuer, Puma Energy Holdings Pte. Ltd., The Law Debenture Trust Corporation p.l.c., as trustee (the “Trustee”) and Banque Internationale à Luxembourg S.A. as registrar, transfer agent, paying agent and authenticating agent (the “Paying Agent”), to the holders of the Notes that, in accordance with Section 3.07(d) of the Indenture, the Issuer has exercised its right to redeem, and does hereby call for redemption and will redeem on December 6, 2024 (the “Redemption Date”), $100,000,000 in aggregate principal amount of the Notes at a redemption price of 100.000% of the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the Redemption Date.
The terms and conditions of the redemption are as follows:
- The Issuer hereby gives notice that $100,000,000 of the outstanding aggregate principal amount of the Notes on the Redemption Date will be redeemed in accordance with Sections 3.07(d) of the Indenture. The Issuer’s obligation to redeem any Notes on the Redemption Date is subject to the condition that the Issuer has, in its sole discretion, sufficient liquidity or funds to pay the Redemption Price for the Notes in full and cover all related expenses on or before the Redemption Date, (the “Condition”). In the event that the Condition shall not have been satisfied (or waived by the Issuer in its sole discretion) on or by the Redemption Date, the redemption may not occur and the Notice of Redemption may be rescinded. Additionally, the Issuer may, in its sole discretion, delay the Redemption Date until such time as the Condition is satisfied. Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Condition is satisfied or waived by the Issuer in its sole discretion. The Issuer will provide notice to the Trustee and the Paying Agent of any such revocation of the Notice of Redemption on or before the Redemption Date.
- Subject to the satisfaction or waiver of the Condition, the Redemption Date for the Notes to be redeemed will be the later of (i) December 6, 2024 and, (ii) if the Condition has not been satisfied or waived on or by December 6, 2024, one Business Day following the satisfaction or waiver of the Condition and notified to the Holders by the Issuer. The Redemption Date, if such date occurs, will not occur later than December 20, 2024.
- The redemption payments (on a pro rata basis) will be made on the same day as the Redemption Date. The record date shall be the Business Day immediately prior to the Redemption Date. The redemption price of the Notes is 100.000% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Additional Amounts (if any) to, but not including, the Redemption Date (the “Redemption Price”).
- Assuming the Redemption Date will occur on December 6, 2024, the accrued and unpaid interest in respect of the Notes to be redeemed on the Redemption Date amounts to $1,833,333.33.
- The aggregate principal amount of the Notes to be redeemed is $100,000,000 and after the Redemption Date the principal amount of such Global Notes will be decreased by the amount of the Notes to be redeemed.
- Unless the Issuer defaults in making the redemption payment, the Notes to be redeemed will become due and payable on the Redemption Date and interest and Additional Amounts (as defined in the Indenture), if any, on such Notes will cease to accrue on and after the Redemption Date.
- The Common Code and ISIN numbers, as applicable, in relation to the Notes being redeemed are as set forth above. No representation is made as to the correctness or accuracy of such numbers listed in this Notice of Redemption or printed on the Notes.
All capitalized terms used and not otherwise defined in this Notice of Redemption have the meaning given to them in the Indenture.
This Notice is given by:
PUMA INTERNATIONAL FINANCING S.A., the Issuer.
Enquiries about the above notice should be directed to the Issuer as set out below:
Puma International Financing S.A.
17, Boulevard F.W. Raiffeisen
Luxembourg-City
L-2411 Luxembourg