Adler Group S.A. announces agreement with noteholders regarding implementation of amendments to its Notes

Luxembourg, 12 January 2023 - Adler Group S.A. (“Adler”) announces today that it has agreed with a sufficient majority of its noteholders the implementation route for completion of the amendments of the terms and conditions of certain of its senior unsecured fixed rate notes (the “Notes”) first announced on 25 November 2022.

On 2 December 2022, Adler initiated a consent solicitation process in respect of each series of its Notes in order to implement certain amendments to the terms and conditions of the Notes (the “Proposed Changes”). On 20 December 2022, Adler announced the voting results of the consent solicitation in which the required threshold in one of its outstanding series of Notes was not accomplished. Due to the inter-conditionality of the consent solicitation, the Proposed Changes have not become effective for any series.

After having obtained the support of noteholders representing more than 78% of the nominal amount outstanding and more than 82% based on the total number of votes cast in the consent solicitation (for the avoidance of doubt, abstentions do not count as votes cast), Adler will now proceed to implement the Proposed Changes to the Notes via an alternative route. Adler has agreed with the majority of its locked-up noteholders that an English restructuring plan is an appropriate alternative implementation method. In order to proceed with the English restructuring plan, Adler has (i) substituted a wholly-owned English subsidiary, AGPS BondCo PLC (the “New Issuer”) as principal debtor in respect of all obligations under the Notes; and (ii) issued an irrevocable and unconditional guarantee in favour of the noteholders as required under the terms and conditions of the Notes. The New Issuer will launch English restructuring plan proceedings in order to implement the Proposed Changes to the Notes with the support of the requisite majority of its noteholders.

“Following our constructive talks with the noteholders, we look forward to completion of the transaction,” says Thierry Beaudemoulin, Member of the Board of Directors and CEO of Adler. Furthermore, Adler targets that the changes to the terms and conditions of the Notes will become effective in the course of April 2023.

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