LONDON, Dec. 3, 2025 /PRNewswire/ -- Transurban Finance Company Pty Ltd (the "Offeror") announces today the pricing and early acceptance results of its offer to purchase for cash certain of its outstanding US$550,000,000 3.375% Guaranteed Senior Secured Notes due 2027 (CUSIP: 89400PAG8/Q9194UAW2, ISIN: US89400PAG81/USQ9194UAW29) (the "Notes"), issued by the Offeror and guaranteed by Transurban Holdings Limited, Transurban International Limited and Transurban Infrastructure Management Limited in its capacity as responsible entity of the Transurban Holding Trust, and Transurban Limited (the "Offer"). The terms and conditions of the Offer are set out in the offer to purchase, dated November 17, 2025 (the "Offer to Purchase"). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

On December 3, 2025, the Offeror announced the early participation results of the Offer and the increase to the Maximum Acceptance Amount to US$118,500,000 in aggregate principal amount of Notes. As set out below, the Offeror expects to accept for purchase US$118,500,000 in aggregate principal amount of Notes for an aggregate purchase price (excluding the Accrued Interest Payments (as defined below)) of US$117,831,660. Because the principal amount of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline exceeded the Maximum Acceptance Amount, the Offeror intends to accept for purchase Notes tendered at or prior to the Early Tender Deadline on a prorated basis as described in the Offer to Purchase, using the scaling factor of approximately 45.676%.

The pricing of the Offer took place at or around 10:00 a.m., New York City time, today (the "Price Determination Date").

The following table sets forth the early acceptance results, certain pricing information and the Early Tender Offer Consideration for the Offer:

 

The settlement date for the Notes validly tendered on or prior to the Early Tender Deadline and accepted for purchase by the Offeror is expected to be December 5, 2025, unless extended by the Offeror (the "Early Settlement Date"). Noteholders whose Notes are accepted for purchase will also receive an amount equal to any accrued and unpaid interest on the relevant Notes, if any (the "Accrued Interest Payment").

Although the Offer will finally expire at 5:00 p.m., New York City time, on December 17, 2025, unless extended by the Offeror (such time and date, as the same may be extended, the "Expiration Deadline"), as the aggregate principal amount of Notes tendered at or prior to the Early Tender Deadline was greater than the aggregate principal amount of Notes that is equivalent to the Maximum Acceptance Amount, no Notes tendered after the Early Tender Deadline will be accepted for purchase.

The Offeror is making the Offer as part of a refinancing of certain of its existing debt. The Offer, together with the tender offers for two series of notes outstanding under its Euro Medium Term Note Programme settled on November 27, 2025, and the offering of debt securities that commenced substantially concurrently with the Offer and closed on November 26, 2025, are intended to extend the Offeror's debt maturity profile. The settlement of the issuance in the Euro bond market (the "New Notes") on November 26, 2025 (London time), satisfied the financing condition to the Offer.

Further information

Noteholders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Offer. Noteholders may access the Offer to Purchase at https://deals.is.kroll.com/transurban-usd.

Dealer Manager:

NOTICE AND DISCLAIMER

This press release is neither an offer to purchase, nor a solicitation of an offer to sell the Notes or any other securities. The Offeror is making the Offer only by, and pursuant to, the terms of the Offer to Purchase. The Offer is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. None of the Offeror, the Dealer Manager or the Information & Tender Agent is making any recommendation as to whether Noteholders should tender or refrain from tendering their Notes in response to the Offer or how much they should tender. Each Noteholder must make his, her or its own decision as to whether to tender or refrain from tendering Notes and, if a Noteholder determines to tender, as to how many Notes to tender.

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase 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 the Offer to Purchase or the action it should take, it is recommended to seek its own legal, accounting and financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax 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 must contact such entity if it wishes to tender such Notes pursuant to the Offer.

The offer and sale of the New Notes have not been and will not be registered under the United States Securities Act of 1933. The Offer is not an offer to sell or a solicitation of an offer to buy the New Notes. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

FORWARD-LOOKING STATEMENTS

This announcement contains certain forward-looking statements. Forward-looking statements can be identified by the use of words such as "aim", "anticipate", "believe", "continue", "estimate", "expect", "forecast", "goal", "intend", "likely", "may", "plan", "potential", "projected", "should", "target", "will" and similar expressions. These statements discuss future expectations concerning the results of operations or financial condition, or provide other forward-looking statements.

These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Offeror, and which may cause actual results to differ materially from those expressed in the statements contained in this announcement or the Offer to Purchase. You are cautioned not to put undue reliance on forward-looking statements.

Except as required by applicable regulations or by law, neither the Offeror nor the Guarantors undertakes any obligation to publicly update or review any forward-looking statements, whether as a result of new information or future events.

These and other relevant factors should be carefully considered when reviewing any forward-looking statement. All written and oral forward-looking statements attributable to the Offeror, the Guarantors or persons acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Offer to Purchase do not constitute an offer or an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Offeror, the Dealer Manager and the Information & Tender Agent to inform themselves about and to observe any such restrictions. For more information about the offer and distribution restrictions related to the Offer, see the "Offer and Distribution Restrictions" section of the Offer to Purchase.

 

 

 

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SOURCE Transurban Finance Company Pty Ltd