R-LOGITECH reaches agreement in principle with ad hoc group of noteholders
for an overall transactional framework

EQS-News: R-LOGITECH S.A.M. / Key word(s): Agreement
R-LOGITECH reaches agreement in principle with ad hoc group of noteholders
for an overall transactional framework

17.06.2024 / 11:35 CET/CEST
The issuer is solely responsible for the content of this announcement.

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Monaco, 15 June 2024 - R-LOGITECH S.A.M. (the "Company" or "R-LOGITECH")
informs that it has reached an agreement in principle with the members of
the ad hoc group (the "AHG") of holders of its EUR 254,324,000 (originally
EUR 200 million) 10.250% Notes 2018/2024 (the "2024 Notes") and the up to
EUR 50 million 10.25% notes 2022/2027 (the "2027 Notes", and together the
"Notes"), which represent more than EUR100 million of outstanding nominal
amount under the Notes. In accordance with the agreement in principle,
revised terms of the 2024 Notes that are expected to be proposed to the
noteholders include:

  * New money to be increased to up to EUR 20 million and to be provided
    initially in the form of a secured loan that ranks senior to the Notes
    (the "Interim Facility"), and otherwise on terms provided in the
    invitation to vote, by, among others, the AHG as backstop investors (the
    "Backstop Noteholders") to RL Holding S.A. or its subsidiary, to be
    granted prior to the implementation of the resolutions;

  * All noteholders (who are holders on a record date expected to be prior
    to the commencement of the voting period) may be offered the opportunity
    to participate in the new money through the subscription of the new
    money notes (together with the Interim Facility, the "New Money
    Instrument") as currently provided in the invitation to vote which will
    be offered on the same commercial terms as the Interim Facility after
    the implementation of the resolutions;

  * The Notes and the New Money Instrument (ranking senior) will have
    recourse to any proceeds of the sale of shares held by the group in
    Thaumas N.V. and other group assets. A comprehensive asset sale regime
    will be included in the Notes terms. The net proceeds of any such asset
    sales shall be distributed as a redemption amount to the noteholders in
    accordance with the distribution waterfall. The distribution waterfall
    will be amended in favor of existing noteholders as follows;

      * For net sale proceeds (i.e., after redemption of the Mezzanine
        Facility, costs and the New Money Instrument) up to EUR 80 million:

* 48% pro rata to all holders of the Notes;

          * 47% pro rata to the providers of the Interim Facility and the
            new money notes (the "New Money Providers");

* 5% pro rata to the Backstop Noteholders;

  * For net sale proceeds more than EUR 80 million and up to EUR 100
    million:

* EUR 10 million for the Company;

* 48% pro rata to all holders of the Notes;

* 47% pro rata to the New Money Providers;

* 5% pro rata to the Backstop Noteholders;

* For net sale proceeds of more than EUR 100 million:

* 15% for the Company;

* 40% pro rata to all holders of the Notes;

* 40% pro rata to the New Money Providers;

* 5% pro rata to the Backstop Noteholders;

  * Interest to continue to accrue at the current rate on the Notes and be
    paid in kind (payable upon maturity subject to redemption of the Notes
    in full upon payment of proceeds from all sale processes);

  * Security package in favor of the Notes will stay in place as is (subject
    to release for the envisaged sale processes or in connection with the
    New Money Instrument);

  * Maturity of the 2024 Notes to be extended to mirror the maturity date of
    the New Money Instrument, expected to be 1.5 years with the possibility
    to extend under certain circumstances;

  * a chief restructuring officer (CRO) will be appointed at closing at
    certain pre-agreed terms; and

* Certain additional covenants.

In addition, it is envisaged that the Company will offer to all holders of
the Notes a buyback of the Notes for cash in an amount equal to 5% of their
principal amount, up to an aggregate of EUR60,000,000, which amount will be
shared pro rata if the exchange is oversubscribed. Accordingly, R-Logitech
will commit to a corresponding tender offer following the implementation of
the resolutions.

R-LOGITECH believes that this proposal provides the Company and its
stakeholders with adequate time and support to run a comprehensive sales
process for its major asset, the stake in Thaumas, The Company, the AHG, the
Common Representative of the Notes and other large holders of the Notes are
currently negotiating and expect to enter into a restructuring support
agreement to support the restructuring of the Company on these terms, with
R-LOGITECH recommending, the noteholders vote in favor of the revised
resolutions proposed by the AHG.

The above amendments will be formally introduced by way of a countermotion
from the AHG. As soon as the countermotion has been received, noteholders
will find the countermotion alongside with amended voting forms for the
upcoming noteholders' meeting to be held by way of a meeting without vote
during the period from 22 June 2024 0:00 CEST until 24 June 2024 (24:00)
CEST on the Company's website (www.r-logitech.com) under
"https://www.r-logitech.com/bond/". Noteholders are asked to use the amended
voting form accordingly.

About R-LOGITECH S.A.M.:

R-LOGITECH is one of the leading international ports infrastructure
operators and logistics services providers in the natural resources sector.
The group's primary business lines are port and terminal management and
specialist logistics.

R-LOGITECH S.A.M.

investorrelations@r-logitech.com


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17.06.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS
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The issuer is solely responsible for the content of this announcement.

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   Language:       English
   Company:        R-LOGITECH S.A.M.
                   7, rue du Gabian
                   98000 Monaco
                   Monaco
   Phone:          +377 97 98 67 71
   E-mail:         investorrelations@r-logitech.com
   Internet:       www.r-logitech.com
   ISIN:           DE000A3LJCA6, DE000A3K73Z7
   WKN:            A3LJCA, A3K73Z
   Listed:         Regulated Unofficial Market in Berlin, Dusseldorf,
                   Frankfurt, Hamburg, Hanover, Munich, Stuttgart
   EQS News ID:    1926595

End of News EQS News Service
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1926595 17.06.2024 CET/CEST