Pegasus Hava Taşımacılığı A.Ş. launches any and all cash offer for 2026 Notes

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW). PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE OFFEROR, THE DEALER MANAGERS AND THE TENDER AND INFORMATION AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

ISTANBUL, Sept. 2, 2024 /PRNewswire/ -- Pegasus Hava Taşımacılığı A.Ş. (the "Offeror") has today launched an invitation to eligible holders (subject to the offer and distribution restrictions referred to below) of the outstanding notes detailed below (the "Notes") to tender any and all such Notes for purchase by the Offeror for cash (such invitation, the "Offer"). The Offer is made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 2 September 2024 (the "Tender Offer Memorandum") and the related notice of guaranteed delivery.

Copies of the Tender Offer Memorandum are available from the Tender and Information Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

The Offer will expire at 5:00 p.m. (New York City time) on 11 September 2024 (the "Expiration Deadline") unless extended, re-opened, withdrawn or terminated at the sole discretion of the Offeror.

¹        As at 2 September 2024.

Rationale for the Offer

The purpose of the Offer, in conjunction with the proposed issuance of New Notes (as defined below), is to proactively manage the Offeror's overall debt redemptions and to extend the debt maturity profile of the Offeror (subject to satisfaction of the New Issue Condition (as defined below)).

Purchase Price and Accrued Interest Payment

Subject to the Minimum Denomination in respect of the Notes, the price payable per U.S.$1,000 in principal amount of the Notes accepted for purchase will be U.S.$ 1,027.50 (the "Purchase Price"). In respect of any Notes accepted for purchase, the Offeror will also pay an amount equal to any accrued and unpaid interest on the relevant Notes from, and including, the interest payment date for the Notes immediately preceding the Tender Offer Settlement Date up to, but excluding, the Tender Offer Settlement Date, which is expected to be no later than 13 September 2024. Accrued Interest will cease to accrue on the Tender Offer Settlement Date, and (in the case of Notes for which the guaranteed delivery procedures are used) no additional accrued interest will be paid in respect of the period from the Tender Offer Settlement Date to the Guaranteed Delivery Settlement Date.

Pursuant to Condition 7.3 (Redemption at the Option of the Issuer) of the Notes, if, at any time, 85 per cent. or more in principal amount of the outstanding Notes have been redeemed or purchased (including Notes purchased in this Offer), the Offeror may, redeem or purchase, at its option, all but not some only of the remaining outstanding Notes at 101 per cent. of their principal amount (together with any interest accrued thereon). See "Risk Factors and Other Considerations—Other Purchases or Redemption of Notes" in the Tender Offer Memorandum for further information about redemptions or purchases of Notes.

New Issue Condition

The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason. In addition, the Offeror announced on 2 September 2024, its intention to issue new U.S. dollar-denominated fixed rate notes, subject to market conditions (the "New Notes"). The purchase of any Notes by the Offeror pursuant to the Offer is subject to, without limitation, successful completion (in the determination of the Offeror) of the issue of the New Notes (the "New Issue Condition") or the waiver of such New Issue Condition at the sole discretion of the Offeror.

Priority in allocation of New Notes

The Offeror may give priority in connection with the allocation of New Notes to those investors participating or indicating their firm intention to participate in the Offer prior to such allocation (which may be before the Expiration Deadline). However, no assurances can be given that any Noteholder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all. In order to be considered for such priority, Noteholders who wish to tender their Notes and subscribe for the New Notes should: (i) confirm their holdings of the Notes to one of the Dealer Managers, and (ii) either indicate their intention to tender their Notes or provide confirmation of their submission of a Tender Instruction prior to the pricing of the New Notes. 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. Participation in the Offer is not an application for the purchase of the New Notes. In order to apply for the purchase of the New Notes, such Noteholder must make a separate application to a Dealer Manager, in its capacity as one of the joint bookrunners of the New Offering (the "Joint Bookrunners") or one of the other Joint Bookrunners, for the purchase the New Notes. The ability to purchase New Notes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction and the selling restrictions set out in the Offering Circular relating to the New Notes. Please refer to the "Terms and Conditions of the Offer—Priority in allocation of New Notes" section of the Tender Offer Memorandum.

The New Notes are expected to price and be allocated prior to the Expiration Deadline and as such, investors should contact either the Offeror or any of the Dealer Managers to provide firm indications that they intend to tender Notes pursuant to the Offer as soon as possible, using the contact details on the last page of the Tender Offer Memorandum.

Indicative Timetable for the Offer

Noteholders are advised to check with any bank, securities broker or other Intermediary through which they hold Notes when such Intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or revoke their instruction to participate in, the Offer before the deadlines specified above. The deadlines set by any such Intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified above.

The Offeror reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer at any time following the announcement of the Offer. Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Noteholders as soon as possible after such decision.

Tender Instructions

The Offer of Notes for repurchase by the Offeror pursuant to the Offer may only be made by the submission of a valid Tender Instruction. The acceptance for purchase by the Offeror of Notes 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.

To tender Notes for purchase pursuant to the Offer, a holder of Notes 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 in each case by the Tender and Information Agent by the Expiration Deadline.

Tender Instructions must be submitted in respect of a principal amount of Notes of no less than the Minimum Denomination, being U.S.$200,000 and may be submitted in integral multiples of U.S.$1,000 thereafter.

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

A copy of the Tender Offer Memorandum and the notice of guaranteed delivery is available to eligible persons upon request from the Tender and Information Agent

Citigroup Global Markets Limited and Morgan Stanley & Co. International plc are acting as Dealer Managers for the Offer and Citibank, N.A., London Branch is acting as Tender and Information Agent.

This announcement is made by Mahmut Barbaros Kubatoğlu, CFO, on behalf of Pegasus Hava Taşımacılığı A.Ş. and constitutes a public disclosure of inside information under Regulation (EU) 596/2014.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.

THE DEALER MANAGERS

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender and Information Agent.

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 you are in any doubt as to the contents of this announcement, the Offer, the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including tax advice relating to the tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal advisor. 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 participate in the Offer.

None of the Dealer Managers, the Tender and Information Agent, the Offeror or any of their respective directors, officers, employees or affiliates makes any representation or recommendation whatsoever regarding this announcement, the Tender Offer Memorandum, the Offer or any recommendation as to whether Noteholders should tender Notes in the Offer or otherwise participate in the Offer or subscribe for New Notes.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes 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 invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum 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, as amended. 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 to those persons in the United Kingdom 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, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (such persons together being the "Relevant Persons"). The Offer is only available to Relevant Persons and the transactions contemplated in this announcement, the Tender Offer Memorandum will be available only to, or engaged in only with, Relevant Persons, and this announcement, the Tender Offer Memorandum and any other documents and/or materials produced in connection with the Offer must not be relied or acted upon by persons other than Relevant Persons.

Türkiye

The Offer is not being made, directly or indirectly, in the Republic of Türkiye. The offering of the Notes on their original issue date was authorised by the CMB only for the purpose of the issuance and sale of the Notes outside Türkiye in accordance with Article 15(b) of Decree 32 on the Protection of the Value of the Turkish Currency (as amended from time to time) ("Decree 32") and the Communiqué No. VII-128.8 on the Debt Instruments. The CMB authorised the original offering of the Notes on the basis that no transaction that may be deemed as a sale of the Notes (or any beneficial interests therein) in Türkiye may be engaged in. Pursuant to Article 15(d)(ii) of Decree 32, there is no restriction on the purchase or sale of the Notes (or beneficial interests therein) in the financial markets outside Türkiye by existing Noteholders resident in the Republic of Türkiye, provided that such sale or purchase is made through licensed banks authorised by the BRSA and/or licensed brokerage institutions authorised pursuant to CMB regulations and the Purchase Price is transferred through such licensed banks.

Accordingly, existing Noteholders resident in the Republic of Türkiye may participate in the Offer provided that the sale of the Notes is made through licensed banks authorised by the BRSA and/or licensed brokerage institutions authorised pursuant to CMB regulations and the Purchase Price is transferred through such licensed banks. Neither this announcement nor the Tender Offer Memorandum is an advertisement and neither this announcement nor the Tender Offer Memorandum constitute or form part of and should not be construed as, an offer to sell or the solicitation of an offer to buy the Notes in the Offer within the Republic of Türkiye. Neither this announcement, the Tender Offer Memorandum nor any other such offering material has been or will be submitted for clearance or approval to the Borsa Istanbul A.Ş. or the CMB or any other regulatory authority in the Republic of Türkiye.

France

The Offer is not being made, directly or indirectly, in the Republic of France other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 of the French Code monétaire et financier and defined in Article 2(e) of the Prospectus Regulation. Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or shall be distributed in the Republic of France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offer. Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offer has been, or will be, approved, filed or reviewed by the Autorité des marches financiers.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Offer is being carried out in the Republic of Italy as exempted offers 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.

Noteholders, or beneficial owners of the Notes, can tender some or all of their Notes pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in 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 September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

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

General

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase by the Offeror pursuant to 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 their 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 such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Each Noteholder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Tender Offer Memorandum under the heading "Procedures for Participating in the Offer". Any tender of Notes for purchase by the Offeror pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted.

Each of the Offeror, the Dealer Managers and the Tender and Information Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase by the Offeror pursuant to the Offer, whether any such representation 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 is not correct, such tender or submission of Notes may be rejected.

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. The New Notes have not been, and will not be, registered under the Securities Act. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities. The New Notes are being offered only (i) in the United States to investors who are QIBs or (2) outside the United States to non-U.S. persons in compliance with Regulation S.

SOURCE Pegasus Hava Taşimaciliği A.Ş.

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