Adler Group S.A.: Agreement with bondholder group on amendments to and
refinancing of certain existing financial indebtedness

EQS-Ad-hoc: Adler Group S.A. / Key word(s): Capital Reorganisation
Adler Group S.A.: Agreement with bondholder group on amendments to and
refinancing of certain existing financial indebtedness

24-May-2024 / 21:31 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Disclosure of inside information pursuant to Article 17 of Regulation (EU)
No. 596/2014

Agreement with bondholder group on amendments to and refinancing of certain
existing financial indebtedness including the provision of additional
liquidity, the partial subordination of existing notes and issuance of parts
bénéficiaires

Luxembourg, 24 May 2024 - Adler Group S.A. ("Adler Group") and certain of
its subsidiaries, including AGPS BondCo plc ("AGPS BondCo", and together
with Adler Group, the "Group"), today entered into a lock up agreement with
a steering committee of bondholders ("Steerco") to, among other things,
provide additional liquidity, refinance and extend existing financial
indebtedness, partially subordinate notes issued by AGPS BondCo and issue
parts bénéficiaires representing 75% of the pro forma voting rights in Adler
Group (collectively, the "Transaction"). The bondholders hold around 60.5%
of the notes outstanding and issued by AGPS BondCo.

The Transaction consists of the following elements:

The existing EUR 937.5 million secured loan facility originally due in June
2025 ("1L New Money Facility") provided by a special purpose vehicle set-up
at the initiative of the bondholders ("Facility SPV") shall be increased by
up to EUR 100 million and extended to December 2028 (subject to a EUR 400
million paydown by December 2027). The 1L New Money Facility will accrue
payment-in-kind amounts ("PIK") at a rate of 12.5% going forward and
includes a potential tap to refinance the EUR 300 million notes issued by
Adler Group`s subsidiary ADLER Real Estate GmbH due April 2026.

The EUR 400 million secured notes due July 2025 issued by AGPS BondCo and
guaranteed by Adler Group ("1.5L AGPS Notes") and the EUR 191 million
secured notes due July 2025 issued by Adler Group ("1.5L Adler Group Notes"
and together with the 1.5L AGPS Notes, the "1.5L Notes") shall be refinanced
by secured 1.5L new money facilities to be provided by the Facility SPV
("1.5L
New Money Facilities"). The 1.5L New Money Facilities shall consist of two
facilities, each due December 2029, one accruing 4.25% PIK until July 2025
and 14% PIK thereafter and the other 14% PIK from issuance.

In addition, AGPS BondCo shall be replaced as issuer of the (i) EUR 400
million 2L notes due in 2025, (ii) EUR 400 million 2L notes due in 2026,
(iii) EUR 700 million 2L notes due in 2026, (iv) EUR 500 million 2L notes
due in 2027, and (v) EUR 800 million 2L notes due in 2029 (collectively, the
"2L Notes") by a newly incorporated special purpose vehicle set-up at the
initiative of the bondholders ("Notes SPV"). At the same time, the principal
amount of the 2L Notes is to be increased by accrued interest and PIK
related thereto and the terms and conditions of the 2L Notes shall be
amended to consolidate the 2L Notes into a single series of pass-through
notes issued by the Notes SPV ("SPV Notes") (such transactions, the "Notes
Replacement"). For the avoidance of doubt, all the 2L Notes will be treated
on a pro rata and pari passu basis regardless of their respective
maturities.

As sole economic underlying of the SPV Notes, and as consideration for the
Notes Replacement, AGPS BondCo shall issue and deliver to the Notes SPV two
series of new notes in the aggregate principal amount of the SPV Notes,
consisting of (i) EUR 700 million 6.25% PIK secured 2L notes due January
2030 ("New 2L Reinstated Notes") and (ii) 6.25% PIK secured 3L subordinated
perpetual notes in the remaining amount ("Perpetual Notes") with terms
consistent with equity classification requirements under IFRS. The New 2L
Reinstated Notes and the Perpetual Notes will be guaranteed by, among
others, Adler Group.

In order to implement the Notes Replacement, AGPS BondCo will shortly launch
a German consent solicitation (Gläubigerabstimmung) under the German Bond
Act (Schuldverschreibungsgesetz) in relation to each existing series of 2L
Notes ("Consent Solicitation"). Simultaneously, AGPS BondCo will launch a UK
restructuring plan in case that the requisite consents to implement the
transaction are not received via the Consent Solicitation.

As part of the agreement with the bondholders, the initial holders of the
SPV Notes shall be entitled to receive voting securities under Luxembourg
law (parts beneficiaires) representing in total 75% of Adler Group's voting
rights ("Voting Securities"). The Voting Securities will have no dividend
distribution rights, will be freely transferable and will not be linked to
any other instrument. The existing ordinary shares of Adler Group will
represent the remaining 25% of Adler Group's voting rights (and 100% of the
dividend distribution rights). Adler Group has undertaken to amend the
articles of association ("AoA") in an extraordinary general meeting
accordingly and to authorize the board of directors to issue Voting
Securities.

In addition, the AoA will be amended to prohibit over-the-counter transfers
of ordinary shares to avoid adverse tax consequences for the Group, to
convert the current dematerialised shares into registered shares, to
enshrine a dividend policy whereby Adler Group will pay an annual dividend
equal to 1/39 of the amounts paid to the bondholders of the Perpetual Notes
and to grant the holders of the Voting Rights the right to nominate members
for the board of directors for appointment.

Notifying Person:

Gundolf Moritz, Head of Financial Communications
+49 151 23680993
g.moritz@adler-group.com

Grand Duchy of Luxembourg, 24 May 2024
Adler Group S.A.
Board of Directors


End of Inside Information

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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:    1911061

End of Announcement EQS News Service
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1911061 24-May-2024 CET/CEST