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EQS-News: Adler Group S.A. / Key word(s): Capital Reorganisation
Adler Group reaches a binding agreement with bondholders for a comprehensive recapitalisation
2024-05-24 / 21:37 CET/CEST
The issuer is solely responsible for the content of this announcement.

Adler Group reaches a binding agreement with bondholders for a comprehensive recapitalisation
. Reprofiling of maturities extends runway for orderly disposal of assets
. Equity to be stabilized through conversion of most of the 2L Notes into Perpetual Notes with terms
consistent with equity classification under IFRS
. Additional liquidity of up to EUR350m provided in the form of new money and ability to retain disposal
proceeds
. Bondholders to hold 75% of total voting rights
. Consent solicitation and extraordinary General Meeting to approve and implement the agreement
Luxembourg, 24 May 2024 - Adler Group S.A. ("Adler Group" and together with its subsidiaries, the "Group") announces
that it has entered into a binding agreement (the "Lock-Up Agreement") with a steering committee of bondholders (the
"Steerco") supporting a comprehensive recapitalisation of the Group. The Lock-Up Agreement has been signed by
bondholders representing more than 60% of the 2L Senior Secured Notes ("2L Notes") issued by Adler Group`s subsidiary
AGPS BondCo plc. Other bondholders that intend to support the recapitalisation of the Group can accede to the Lock-Up
Agreement.
"I'm pleased that we have accomplished an agreement with the majority of our bondholders which provides us with an
extended runway to execute our strategy and avoid unnecessary asset disposals far below their fair values", comments
Thierry Beaudemoulin, CEO of Adler Group. "The agreement follows our intensive business review considering the adverse
market conditions that have persisted longer than anticipated. I'm particularly thankful to our teams that have
delivered strong performances in transactions, operations, and financial planning during challenging times."
First component of the agreement is the extension of the existing Group debt maturities to December 2028, December
2029, and January 2030. Second component is the strengthening of Adler Group's equity by c. EUR2.3bn which is expected to
be achieved through the conversion of most of the existing 2L Notes into subordinated Perpetual Notes with terms
consistent with equity classification under IFRS, thereby stabilising the Group's balance sheet. Together with the
remaining reinstated 2L Notes of EUR700m, the Perpetual Notes form new notes, totalling c. EUR3bn. Furthermore, Adler Group
will be provided with up to EUR100m of fresh money through an increase of the existing 1L New Money facility provided by
a special purpose vehicle at the initiative of the bondholders. Additionally, the finance documents will provide for
the ability to hold back disposal proceeds of up to EUR250m realised from April 2024, which would otherwise be applied in
mandatory repayment of the existing 1L New Money facility.
As part of the recapitalization transaction, bondholders will receive the majority in Adler Group's voting rights.
Following the implementation of the transaction, all outstanding common shares are to represent 25% of Adler Group's
total voting rights. The remaining 75% of total voting rights will be represented by the bondholders. All common shares
continue to represent 100% of Adler Group's dividend distribution rights. Additionally, Adler Group will be permitted
under the Perpetual Notes to pay a dividend of up to 2.5% of the amount of any payments made to the Perpetual Notes
from the date the reinstated 2L Notes are fully discharged.
"The entire Board of Directors welcomes the agreement with our supporting bondholders, as it is a fair balance between
the interests of all stakeholders involved", comments Stefan Brendgen, Chairman of the Board of Directors of Adler
Group. "The last couple of months have been very intense but the outcome is more than worth it. Adler Group can now
continue its path into a new normal with focus, stability, and enthusiasm. We as the Board would like to thank our
Senior Management, its teams and advisers and everyone who has been involved in that great work."
Next steps
In order to implement the transaction, AGPS BondCo plc will shortly launch a consent solicitation. Simultaneously, AGPS
BondCo plc will launch a UK restructuring plan in case that the requisite consent to implement the transaction is not
received via the consent solicitation. In addition, Adler Group will convene an extraordinary General Meeting in due
course. Adler Group expects the comprehensive recapitalisation transaction to be implemented and concluded by end of
September 2024 or shortly thereafter.
Cleansing Materials
For further and detailed information, Adler Group refers to its Ad-hoc announcement from today and the Investor Update
document published on the Group's website (https://www.adler-group.com/en/investors/publications/other-publications).
Further Information:
Institutional investors may contact PJT Partners (Attention Tom Campbell, Edward Ball, Jakob Schrandt
Email: pjt_project_steel_core@pjtpartners.com), financial advisor to Adler Group, Houlihan Lokey (
ProjectJupiterHL2023@hl.com), financial advisor to the SteerCo, or the Calculation Agent (Kroll Issuer Services
Limited, Attention: Illia Vyshenskyi, Paul Kamminga, Email: adler@is.kroll.com, Website: https://deals.is.kroll.com/
adler).
Important notice
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for,
securities.
Neither this announcement nor the publication in which it is contained is for publication or distribution, directly or
indirectly, in whole or in part, in or into the United States of America, including its territories and possessions,
any state of the United States (the "United States"). The information in this announcement does not contain or
constitute an offer to acquire, subscribe or otherwise trade in securities of Adler Group in any jurisdiction. Any
securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may
not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or
indirectly, in or into the United States absent such registration, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements under the Securities Act, in each case in compliance with any
applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of
the securities in the United States or in any other jurisdiction.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These
forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes",
"estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals,
future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any
forward-looking statements reflect the company's current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of
the date they are made.
These forward-looking statements are subject to various risks and uncertainties. Future results could differ materially
from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and
competitive conditions, regulatory reforms, uncertainties in litigation or investigative proceedings, the availability
of financing and unforeseen impacts of international conflicts. Adler Group does not undertake any responsibility to
update the forward-looking statements in this release.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this
announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

Contact
Investor Relations:
T +352 203 342 10
E investorrelations@adler-group.com
2024-05-24 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.

Archive at www.eqs-news.com  
Language:     English 
Company:      Adler Group S.A. 

55 Allée Scheffer
2520 Luxembourg
Luxemburg

Phone:        +352 278 456 710 
Fax:          +352 203 015 00 
E-mail:       investorrelations@adler-group.com 
Internet:     www.adler-group.com 
ISIN:         LU1250154413 
WKN:          A14U78 
Indices:      FTSE EPRA/NAREIT Global Index, FTSE EPRA/NAREIT Developed Europe Index, FTSE EPRA/NAREIT Germany Index 
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, 

Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; London, Luxembourg Stock Exchange
EQS News ID: 1911065

End of News EQS News Service
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1911065 2024-05-24 CET/CEST

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