NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.    

8 October 2024

Proposed sale of ordinary shares in Bank of Cyprus Holdings plc ("Bank of Cyprus" or the "Company") by certain funds managed by AB CarVal Investors, L.P. ("AB CarVal")

AB CarVal hereby announces its intention to sell approximately 3% of ordinary shares in Bank of Cyprus (the "Placing Shares") through a placing to institutional investors (the "Placing").

AB CarVal currently owns 40,455,322 ordinary shares in the Company, corresponding to approximately 9% of the Company's entire issued share capital.

The price per Placing Share and the number of Placing Shares to be sold in the Placing will be determined by way of an accelerated bookbuilding process to institutional investors, which will be launched immediately following this announcement and may close at any time on short notice. The results of the Placing will be announced as soon as practicable after the closing of the bookbuilding process.

Merrill Lynch International ("BofA Securities") and Jefferies International Limited ("Jefferies") are acting as Joint Global Coordinators and Joint Bookrunners in the Placing (together the "Managers").

AB CarVal has agreed to a 60-day lock-up period from completion of the Placing for any of the ordinary shares in the Company held by AB CarVal which are not sold in the Placing (subject to certain customary exceptions).

IMPORTANT NOTICE

This announcement is not for distribution, directly or indirectly, in whole or in part, in or into the United States, Canada, Japan, South Africa or Australia, or any other jurisdiction where to do so might constitute a violation or breach of any applicable law or regulation. This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy any securities of the company in the United States, Canada, Japan, Australia or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in such jurisdictions may be similarly restricted. This announcement should not be regarded as an opinion or recommendation concerning the purchase or sale of securities of the company. The distribution of this announcement may be restricted by law. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

The securities mentioned herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States or in any other jurisdiction.

This announcement is for information purposes only.  In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation. For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons who are "qualified investors" within the meaning of the UK Prospectus Regulation and who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. For these purposes, the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

Any investment or investment activity to which this announcement relates is available only (i) in any Relevant Member State, to Qualified Investors; and (ii) in the United Kingdom, to relevant persons, and will only be engaged in with such persons. This announcement must not be acted on or relied on (i) in any Relevant Member State, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not relevant persons.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

In connection with the Placing, each of BofA Securities and Jefferies, and any of their respective affiliates, may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own account such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by BofA Securities and Jefferies and any of their respective affiliates acting as an investors for their own account. Neither BofA securities nor Jefferies intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or its shares.

Any communications that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) are not any indications or assurances that the book will remain covered or that the transaction and securities will be fully distributed by the Managers.

None of the Managers or any of their respective affiliates or their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to AB CarVal, the Company, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

BofA Securities is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and the PRA.  Jefferies is authorised and regulated in the United Kingdom by the FCA.  Each of BofA Securities and Jefferies is acting exclusively for AB CarVal in connection with the Placing and no one else, and will not be responsible to anyone other than AB CarVal for providing the protections offered to clients nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.