Adler Group reaches a binding agreement with bondholders for a comprehensive
recapitalisation

EQS-News: Adler Group S.A. / Key word(s): Capital Reorganisation
Adler Group reaches a binding agreement with bondholders for a comprehensive
recapitalisation

24.05.2024 / 21:37 CET/CEST
The issuer is solely responsible for the content of this announcement.

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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


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24.05.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS
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   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 24.05.2024 CET/CEST