Bondholders clear the way for Adler Group's comprehensive recapitalisation

EQS-News: Adler Group S.A. / Key word(s): Capital Reorganisation
Bondholders clear the way for Adler Group's comprehensive recapitalisation

18.06.2024 / 14:00 CET/CEST
The issuer is solely responsible for the content of this announcement.

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Bondholders clear the way for Adler Group's comprehensive recapitalisation

* AGPS BondCo PLC receives overwhelming support in consent solicitations

* Major step towards stabilisation of the Group

Luxembourg, 18 June 2024 - Bondholders of Adler Group S.A. ("Adler Group"
and together with its subsidiaries, the "Group") have cleared the way for
the Group's comprehensive recapitalisation following a binding agreement
with a steering committee of bondholders announced on 24 May 2024. More than
90% of the present and voting bondholders of each series have approved the
amendment of the terms and conditions of the senior secured notes issued by
AGPS BondCo PLC (the "Company"), a 100% direct subsidiary of Adler Group
S.A. (the "Notes"). The 75% (present and voting) bondholder approval needed
to implement the Proposed Amendments was far surpassed in each series of
Notes, which signifies the strong and unified support received to effect
certain amendments to the Notes (the "Proposed Amendments"). The bondholders
voted by way of votes without meeting which lasted from 14 June 2024, 00:00
CET to 17 June 2024, 24:00 CET.

"We are grateful for the overwhelming support received from all our
bondholders. We will continue working with them and our shareholders to
achieve the desired result of stabilising the Adler Group, providing
long-term benefits to all of our stakeholders," says Thierry Beaudemoulin,
member of the Board of Directors and CEO of Adler Group.

The comprehensive recapitalisation is expected to be implemented through the
conversion of certain of the existing Notes into subordinated perpetual
notes which are to be classified as equity under IFRS, thereby strengthening
Adler Group's book equity by approximately EUR2.3bn and stabilising its
balance sheet. In connection therewith, certain of the Group's existing debt
maturities are expected to be extended to December 2028, December 2029, and
January 2030. Furthermore, Adler Group will be provided with up to EUR100m of
additional liquidity through an increase of the existing 1L new money
facility and also 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.

"The overwhelming support of our bondholders is a major step towards the
stabilisation of Adler Group", comments Stefan Brendgen, Chairman of the
Board of Directors of Adler Group. "Furthermore, the outcome of the consent
solicitations is proof of the great work delivered by the Adler teams and
its advisers."

Next steps
The Company will procure the implementation of the Proposed Amendments,
which are subject to the fulfilment of certain conditions set out in the
corresponding consent solicitation statement and will inform the bondholders
as soon as the implementation conditions have been fulfilled or waived.

In light of the voting results of the consent solicitations, the Company
considers it appropriate to delay progress of the English restructuring plan
proceedings launched on 5 June 2024 pending implementation of the Proposed
Amendments via the consent solicitations. The Company will, however, reserve
its ability to, and remain ready to, continue the restructuring plan
proceedings should that become necessary for implementation.
Contact
Investor Relations
T +352 203 342 10
E investorrelations@adler-group.com


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18.06.2024 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:        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:    1927489

End of News EQS News Service
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1927489 18.06.2024 CET/CEST