Transurban Finance Company Pty Ltd announces cash tender offer for up to the Maximum Acceptance Amount of its outstanding US$550,000,000 3.375% Guaranteed Senior Secured Notes due 2027

MELBOURNE, Australia, Nov. 17, 2025 /PRNewswire/ -- Transurban Finance Company Pty Ltd (the "Offeror") announces today an offer to purchase for cash up to the Maximum Acceptance Amount (as defined below) of its outstanding US$550,000,000 3.375% Guaranteed Senior Secured Notes due 2027 (the "Notes"), issued by the Offeror and guaranteed by Transurban Holdings Limited ("THL"), Transurban International Limited ("TIL") and Transurban Infrastructure Management Limited in its capacity as responsible entity of the Transurban Holding Trust ("THT", and together with THL and TIL, the "Parent Guarantors"), and Transurban Limited ("TL", and together with the Parent Guarantors, the "Guarantors") (the "Offer"). The Offeror intends to purchase an aggregate principal amount of Notes that is equivalent to an aggregate purchase price (excluding the Accrued Interest Payments) of up to the U.S. dollar equivalent of (i) €500 million less (ii) the aggregate purchase price (excluding accrued interest) payable for Existing Euro Notes (as defined below) validly tendered and accepted for purchase in the Euro Tender Offers (as defined below) (or such lesser or greater amount as the Offeror may determine in its sole discretion) (the "Maximum Acceptance Amount"). The terms and conditions of the Offer are described in an 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.

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

The following table sets forth the key terms of the Offer:

(1) The Early Tender Premium is already included within the Early Tender Offer Consideration (which will be calculated using the Fixed Spread over the Reference Yield, as described in the Offer to Purchase) and is not in addition to the Early Tender Offer Consideration. In addition, Noteholders whose Notes are accepted for purchase will also receive Accrued Interest Payment on such Notes.

Rationale for the Offer

The Offeror is making the Offer and the Euro Tender Offers as part of a refinancing of certain of its existing debt. The Offer, together with the concurrent proposed offering of new debt securities announced on or about November 17, 2025, is intended to extend the Offeror's debt maturity profile.

In addition to the Offer, the Offeror has initiated separate and concurrent tender offers for two series of notes (the "ExistingEuro Notes") outstanding under its Euro Medium Term Note Programme (the "Euro Tender Offers"). The Euro Tender Offers are being made by the Offeror solely to qualified investors outside the United States and otherwise able to participate lawfully in the invitation by the Offeror to respective holders of the outstanding Existing Euro Notes. 

Early Tender Offer Consideration and Tender Offer Consideration

Subject to the Maximum Acceptance Amount, on the Early Settlement Date, Noteholders that validly tender their Notes (and do not validly withdraw such Notes) at or before the Early Tender Deadline (provided such tender is received by the Information & Tender Agent at or before the Early Tender Deadline), will receive (subject to possible pro rata scaling and the conditions described in the Offer to Purchase) for Notes accepted for purchase the Early Tender Offer Consideration calculated in accordance with the formula described in the Offer to Purchase and the Accrued Interest Payment. For the avoidance of doubt, the Early Tender Premium is already included within the Early Tender Offer Consideration (which will be calculated using the Fixed Spread over the Reference Yield as described in the Offer to Purchase) and is not in addition to the Early Tender Offer Consideration.

Provided that the total aggregate principal amount of Notes validly tendered and accepted for purchase by the Offeror as of the Early Tender Deadline does not exceed the Maximum Acceptance Amount, on the Final Settlement Date, Noteholders that validly tender their Notes after the Early Tender Deadline but at or before the Expiration Deadline (provided such tender is received by the Information & Tender Agent at or before the Expiration Deadline), if the Offeror accepts the tender of such Notes, will be paid (subject to possible pro rata scaling and the conditions described in the Offer to Purchase) a cash consideration per US$1,000 principal amount of the Notes equal to the Early Tender Offer Consideration minus the Early Tender Premium (the "Tender Offer Consideration").

Notes validly tendered prior to the Early Tender Deadline may be validly withdrawn at any time at or before the Early Tender Deadline, but not thereafter, and Notes validly tendered after the Early Tender Deadline are irrevocable, except where the Offeror determines that additional withdrawal rights are required by law.

In addition to the payment of the Early Tender Offer Consideration or the Tender Offer Consideration, as the case may be, the Offeror will pay an amount in respect of accrued and unpaid interest for all Notes validly tendered at or before the Early Tender Deadline or the Expiration Deadline, as applicable, and delivered and accepted for purchase by the Offeror pursuant to the Offer, from and including the interest payment date for the Notes immediately preceding the relevant Settlement Date to but excluding such Settlement Date (the "Accrued Interest Payment").

New Financing Condition

The Offeror intends to announce on or about November 17, 2025 its intention to issue new euro-denominated fixed rate notes (the "New Notes") under its Euro Medium Term Note Programme (the "Programme"), subject to market conditions. Whether the Offeror will accept for purchase any Notes validly tendered in the Offer is subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Notes (the "New Financing Condition"). Even if the New Financing Condition is satisfied (or waived), 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, subject to applicable law.

Nothing in this announcement constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration under, or an exemption from, the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"). The offer and sale of the New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, "U.S. Persons" (as defined in Regulation S under the Securities Act ("Regulation S")), except in transactions exempt from, or not subject to, the registration requirements of the Securities Act.

Maximum Acceptance Amount

The Offer is subject to a Maximum Acceptance Amount. The Maximum Acceptance Amount is equal to an aggregate principal amount of Notes equivalent to an aggregate purchase price (excluding the Accrued Interest Payments) of up to the U.S. dollar equivalent of (i) €500 million less (ii) the aggregate purchase price (excluding accrued interest) payable for Existing Euro Notes validly tendered and accepted for purchase in the Euro Tender Offers (or such lesser or greater amount as the Offeror may determine in its sole discretion). The Euro Tender Offers are being made by the Offeror solely to qualified investors outside the United States and otherwise able to participate lawfully in the invitation by the Offeror to respective holders of the outstanding Existing Euro Notes. 

To determine the Maximum Acceptance Amount, the Offeror will convert all non-U.S. dollar amounts in the manner set out in the Offer to Purchase.

The Maximum Acceptance Amount will not be determined until the U.S. dollar equivalent amount of the aggregate purchase price (excluding accrued interest) payable for the Existing Euro Notes purchased by the Offeror in the Euro Tender Offers is determined in the manner described in the Offer to Purchase. The Offeror expects to announce the Maximum Acceptance Amount for the Offer substantially concurrently with the announcement of the results of the Euro Tender Offers.

The Offeror reserves the right, but is under no obligation, to increase or decrease the Maximum Acceptance Amount in respect of the Offer at any time, subject to applicable law, which, in the event of an increase, could result in the Offeror purchasing a greater aggregate principal amount of Notes in the Offer. If the Maximum Acceptance Amount is exceeded, tendered Notes may be subject to pro-ration as detailed in the Offer to Purchase. Notes validly tendered and not validly withdrawn prior to the Early Tender Deadline shall be accepted in priority to those validly tendered thereafter.

Conditions of the Offer

An offer of Notes for purchase may only be made by the submission of a valid Tender Instruction received by the relevant deadlines set out in the Offer to Purchase. Completion of the Offer is conditional upon the satisfaction (or, if applicable, waiver) of the New Financing Condition.

Indicative Timeline (New York City time)

The above dates and times are subject, where applicable, to the right of the Offeror to extend, re-open, amend, and/or terminate the Offer, subject to applicable securities laws and the terms set within the Offer to Purchase. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (at or before the Early Tender Deadline) revoke their instruction to participate in, the Offer before the deadlines specified above. The deadlines set by any such intermediary and DTC for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

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

Further information

Noteholders may access the Offer to Purchase at https://deals.is.kroll.com/transurban-usd.

Dealer Manager:

Merrill Lynch International 
2 King Edward Street
London EC1A 1HQ
United Kingdom

Attention: Liability Management Group
Telephone (Europe): +44 207 996 5420
Telephone (U.S. Toll Free): +1 888 292 0070
Email: [email protected] 

Information & Tender Agent:

Kroll Issuer Services Limited 
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom 

Telephone: +44 207 704 0880 
Email: [email protected]
Attention: Scott Boswell
Website: https://deals.is.kroll.com/transurban-usd

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.

SOURCE Transurban Finance Company Pty Ltd