Catena Media has launched an offer to buy back its outstanding hybrid capital securities for just 20 per cent of their nominal value, potentially allowing the Malta-headquartered company to retire up to around €44 million in hybrid capital for less than €9 million.

The voluntary tender offer, formally launched on 21st August, gives holders of the securities the opportunity to sell them back to Catena Media for SEK 20 for every SEK 100 of nominal value. No unpaid interest – which amounts to €7 million – will be paid as part of the transaction.

For investors who acquired the securities at deeply discounted prices, the offer could provide an opportunity to realise a return and exit an illiquid instrument. For those who acquired them closer to face value, accepting the offer would mean crystallising a substantial loss.

The offer expires on 4th September, unless Catena extends, reopens, withdraws or terminates it. The company will subsequently determine how many of the securities it wishes to accept.

The hybrid securities have a nominal value of approximately €43.7 million, meaning that purchasing the entire outstanding amount at the 20 per cent tender price would cost Catena around SEK 91 million, or roughly €8.2 million at current exchange rates.

That would effectively allow the company to eliminate approximately €43.7 million of nominal hybrid capital for around €8.2 million in cash, although there is no guarantee that Catena will accept all securities tendered.

The securities in question are perpetual, subordinated hybrid capital securities, meaning they have no maturity date and rank behind conventional creditors. They are treated as equity under IFRS rather than ordinary debt.

The offer comes after Catena Media waived its option to redeem the securities in July 2025. Their coupon subsequently increased, with the interest rate reaching three-month STIBOR plus 12 per cent from July 2026.

STIBOR is the Swedish equivalent of a short-term interbank interest rate. It currently stands around 2 per cent.

The company has also been deferring interest payments on the securities. In its report for 2026Q2, accumulated deferred interest stood at approximately €7 million. Catena has indicated that it expects to continue deferring interest payments in order to preserve flexibility over its capital allocation.

The combination of the securities' perpetual nature, lack of fixed payment obligation and limited secondary-market liquidity has made them difficult for investors to exit.

Catena itself said it had received numerous enquiries from investors seeking a mechanism to divest their positions, prompting it to introduce the voluntary tender as a way for holders to realise some value in cash.

The company has therefore described the hybrid tender in the context of capital allocation and providing liquidity to holders, rather than as a conventional refinancing exercise.

The transaction gives Catena an opportunity to simplify its capital structure and potentially retire a substantial amount of hybrid capital at a significant discount to its nominal value.

The company has already eliminated its conventional bond debt, with its senior bonds fully repaid in 2025. Its Q2 2026 financial presentation showed €13 million in cash and cash equivalents at the end of June, while the €43.7 million hybrid securities remained classified as equity.

The tender therefore represents a potential use of some of that cash to reduce a capital instrument that carries a very high contractual coupon and has no maturity date.

However, the company is not obliged to buy back the entire issue. The tender documentation gives Catena discretion over how many securities it accepts, meaning the eventual cash outlay could be substantially below the approximately €8.2 million required to purchase the entire €43.7 million nominal amount at 20 per cent.

The move comes as Catena continues to reshape its business in response to structural changes in online search.

In its second-quarter results, published earlier this month, Catena reported revenue of €9.5 million, down 1 per cent year-on-year, while adjusted EBITDA fell 11 per cent to €1.2 million. Management said the business was facing continuing headwinds from changes in organic search while accelerating its transition towards a technology platform model.

The company is also undertaking a separate share buyback programme connected to its employee incentive plans.

The results of the tender are expected approximately three business days after the 4th September deadline, with settlement expected around five business days after the results are announced.