Adler Group S.A. announces results of consent solicitation

Luxembourg, 20 December 2022 - Adler Group S.A. (“Adler”) today announced the voting results of Adler’s initiated consent solicitation to effect the amendment of the terms and conditions of its senior unsecured fixed rate notes (the “Notes”) in which the required threshold in [one] of its outstanding series of Notes was not accomplished.

On 25 November 2022, Adler, including its subsidiaries, ADLER Real Estate AG and Consus Real Estate AG, entered into an agreement (the “Agreement”) with certain bondholders to effect certain changes to its Notes (the “Proposed Changes”). Pursuant to this Agreement, Adler would commence a consent solicitation process in respect of each series of its Notes in order to implement the Proposed Changes. Under German law, a quorum of the bondholders representing at least 50% of the outstanding notes in terms of value and the approval by a majority of at least 75% of the voting bondholders with respect to each series of Notes is required for the implementation of the Proposed Changes through a consent solicitation process. Due to the cross-conditionality of the consent solicitation, if one series of Notes fails to reach the 75% threshold, the Proposed Changes will not be effective for any other series.

The bondholders voted by way of votes without meeting which lasted from 17 December 2022, 00:00 CET to 19 December 2022, 23:59 CET.

There was overwhelming support in favour of the consent solicitation and resolutions were passed with the required majority regarding all, but one, series of Notes, which would have been sufficient to amend such series. With the support of more than 78 % of bondholders who took part in the creditor votes, Adler shall now proceed to implement the Proposed Changes to the Notes via an alternative route.

Adler is engaged in discussions with its bondholders on the most appropriate alternative implementation route, which will be agreed with the majority of its locked-up noteholders. Adler expects an agreement to be reached and will provide further details in due course.

“In light of our ongoing intensive and constructive talks with the bondholders, we are highly confident that an alternative implementation route will enable us to implement the agreed deal in due course,” says Thierry Beaudemoulin, Member of the Board of Directors and CEO of Adler Group S.A.

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