NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
July 28, 2025
Puma Energy Sucessfully Prices US$80 Million of Senior Notes Due 2029
Puma International Financing S.A. (the “Issuer”) today announced the successful pricing of US$80 million aggregate principal amount of Senior Notes due 2029 (the “Additional Notes”) directly to an institutional investor in a private placement (the “Placement”) under Regulation S.
The Additional Notes will be consolidated and treated as a single class with the $500,000,000 7.75% Senior Notes due 2029 issued by the Issuer on April 25, 2024 (the “Original Notes”) and will also be governed by the indenture relating to the Original Notes dated April 25, 2024. The Additional Notes are expected to be issued on August 4, 2025 (the date of issuance, the “Additional Notes Issue Date”) subject to customary closing conditions. The Additional Notes will, during the period prior to and including the 40th day following the Additional Notes Issue Date (the “Distribution Compliance Period”), bear temporary ISINs and Common Codes and will not trade fungibly with the Original Notes sold in reliance on Regulation S. After the 40th day following the Additional Notes Issue Date, the Additional Notes will have the same ISIN and Common Code as, and become fully fungible with, the Original Notes sold in reliance on Regulation S.
The gross proceeds from the Placement, together with cash on hand, are intended to be used to repurchase or redeem all of the Issuer’s remaining outstanding 5.00% U.S. dollar-denominated senior notes due 2026, and to pay the costs, fees and expenses incurred in connection with the Placement and for such repurchases or redemptions.
An application has been made to have the Additional Notes admitted to listing on the Official List of the Luxembourg Stock Exchange and to be admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange.
Cautionary Statement
MiFID II/UK MiFIR professionals/ECPs-only/No PRIIPs KID. Manufacturer target market (MIFID II/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in the European Economic Area or the United Kingdom.
This announcement contains inside information as defined in the Market Abuse Regulation (EU) 596/2014 (including as it forms part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)) (“Market Abuse Regulation”) and is disclosed in accordance with the Issuer’s obligations under the Market Abuse Regulation.
This announcement is not being made in, and copies of it may not be distributed or sent into, any jurisdiction where distribution would be unlawful.
The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Issuer does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States. Accordingly, the Senior Notes are being offered and sold only to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act (“Regulation S”).
This announcement does not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This announcement is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Regulation (EU) 2017/1129 (as amended), and any relevant implementing measure in the relevant Member State of the European Economic Area (the “Prospectus Regulation”). The offer and sale of the Senior Notes will be made pursuant to an exemption under the Prospectus Regulation, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.
Statements of intent in this announcement shall not constitute a notice of redemption under the indenture governing the Existing Notes. Any such notice, if made, will only be made in accordance with the provisions of the relevant indenture.
Forward-looking statements
Some of the information included in this announcement contain forward-looking statements. You can identify these forward-looking statements by use of words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “will,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “guidance,” “targets,” “forecasts” and other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. Although Puma Energy believes that the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.
NOT FOR CIRCULATION IN THE UNITED STATES. NOTHING IN THIS ANNOUNCEMENT CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
