The board of directors of Cairo Mezz Plc “Company” approved the Interim Financial Statements for the first half of the year ended 30.06.2026 at its meeting on 30 September 2026.
The Company holds mezzanine and junior notes issued by the special purpose entities that hold the Cairo Portfolio (“Notes”). The holding and management of the Notes is the Company's main activity and it does not intend to develop any other activity beyond this.
The Company's key figures for the first half of the year ended 30.06.2025 are presented in the table below:
The fair value of the Notes was estimated by an independent valuer on 31 December 2025. The Notes constitute the Company's main asset (approximately 99.9% of its assets). Therefore, the Company's sole source of income is the receivables from the Notes, which are linked to receivables from non-performing loans included in the Cairo Portfolio (“Loans”).
The total revenues of the Issuers are allocated in accordance with the priority of revenue allocation provided for in the issuance documents of the Notes (“Priority of Payments”), according to which the satisfaction of claims from mezzanine and junior notes is last in the order of priority.
Given that the satisfaction of claims from the Notes follows the full repayment of claims from senior notes, the Company had no revenues for the first half of the year ended 30.06.2026.
The Company's expenses for the same period relate to bank interest and operating and administrative expenses such as fees of board members, fees of third parties for the provision of legal and administrative services, and fees for the provision of services related to shareholder servicing and the expenses of the ATHEX.
It is noted that the Company, as holder of the Notes, has no right whatsoever in the formulation or implementation of the business plan of the Cairo Portfolio, which was prepared and is implemented by its claims servicer. Consequently, the Company cannot influence its revenues in any way or draw up its own business plan.
Call option right
Regarding the call option right that exists for each of the loan portfolios, the following are noted. The Exercise process is as follows: The Holder of the Call Option Right, through the Representative of the Series B1 Noteholders, sends written notice to the relevant Issuer, stating its intention to purchase the entire loan portfolio and all related rights.
The notice must be given 30–60 days before the Exercise date, which must coincide with an interest payment date.
The notice is irrevocable and the Issuer is obliged to accept it. Upon exercise of the Call Option Right, the process for redemption of the Notes is triggered. Upon Exercise, the entire loan portfolio of the relevant Issuer is acquired at a price equal to the Exercise Price, which, as also stated in note 8 to the Company's 2025 financial statements, results from the sum of the following amounts:
- Amounts ranking ahead of the Series A Notes: An amount sufficient to cover all payments ranking ahead of the Series A Notes according to the priority of the priority of payments, including any expenses expected to burden the Issuer before its liquidation.
- Series A Notes: The outstanding balance of the Series A Notes plus accrued but unpaid interest.
- Series B Exercise Price: An amount equal to the sale price of 20% of the Series B Notes completed in June 2020 (grossed up so as to reflect the price for 100% of the Series B Notes), plus accrued and unpaid interest on the amount grossed up to 100%, minus any principal repayments of Series B1 Notes made before the Call Option Exercise Date, and
- Series G Notes: A fixed amount of €22,040 for Series G1 and €17,960 for Series G2.
It is noted that the Company has not to date received notification of exercise of the call option right for any of the three portfolios. In particular, with respect to Cairo 3, it is clarified that in the event of exercise on the first possible Exercise date (20 October 2026), the Series B Exercise Price for 100% of the Series B Notes amounts to €92m, while on the next Exercise date (19 January 2027) it is estimated at approximately €94m, as it increases based on three-month Euribor plus 5 (five) percentage points.
The corresponding amount attributable to the Company amounts to €69m. in the case of Exercise in October and to €70.5m. in the case of Exercise in January 2027.
It is further clarified that in the event of exercise of the call option right, the Company is expected to receive, in addition to the exercise price, additional value from the release of specific reserves which are expected to be distributed pro rata (if and to the extent that such release takes place) in favor of the holders of Mezzanine Notes.
The Company notes that these reserves in relation to the Cairo 3 securitization amounted, as of 30.06.2026, to €50m., of which €37.5m. correspond to the Company, without however there being certainty as to the amount that the Company will ultimately receive and the timing of its receipt.
On 31/07/2026 the Company sent to the issuer of the Cairo 3 securitization and the noteholders' trustee a letter concerning the protection of its rights as a noteholder in the event of exercise of the call option right.
In particular, the Company emphasized that the call option right includes only the loan portfolio and the rights related thereto but does not include other rights of the issuer of the Cairo 3 securitization, such as the right to the reserves and to any premium (earnout) from loan sales preceding the exercise.
In addition, the Company noted that, in its view, the Purchase Price should also include (as part of the amounts ranking ahead of the Series A Notes) the contingent liabilities of the issuer of the Cairo 3 securitization, including in particular liabilities arising from any calling of letters of guarantee that the issuer has deposited in accordance with the Code of Civil Procedure for the acquisition of auction proceeds.
It is noted that the Company has not received information on the exact amount of these guarantees, but based on the data included in the periodic updates it receives as a noteholder, it estimates that they amount to at least €100 million. If this position of the Company is accepted:
- a) the Holder of the Call Option Right will have to cover this amount before payment of the Series B Exercise Price, and
- b) its right to receive the greater part of the amount corresponding to it in the reserves is protected (as reserves will not be used up to cover these liabilities of the Issuer).
Finally, the Company made a formal notice to the recipients of the letter that, in the event of exercise of the Call Option Right, it will take all actions available to it under the transaction documents and applicable law in order to protect its rights as holder of Series B Notes. So far, the Company has not received a response to this letter.
Impact of Law 5313 regarding the calculation of interest on loan receivables that have been restructured under Law 3869/2010
The legislative provision that came into force on 25 June 2026 (article 126 of Law 5313) regarding the methodology for calculating interest applied to active loan receivables that have been restructured under Law 3869/2010 is not expected to materially affect the valuation of the Notes and, consequently, the Company's results, since, for almost all of the relevant loans included in the Cairo securitization portfolios (specifically in Cairo I and II), no interest was being calculated.